Scurry, Sniff, Flinch
by bdlywrttn
Summary: Max, before he was Uncle. Kavie, before she was a Ma. Follow a story that centers mostly around the most important meerkat to both of them, Timon's father.
1. Prologue

_Disclaimer: I do not own the Lion King or any of the canon characters in this story (Max or Kavie, but I did make up her name), Disney does. I do own all characters I made up._

_(Author's Note: this story is my second try at a multiple-chapter LK fanifc. I do reference events happening in this story in my other one, Timon & Pumbaa: Times of Change, but you don't have to read it to understand this one.)_

-------

Deep within a labyrinth of tunnels inhabited by a colony of meerkats, a small cry announced the arrival of the colony's newest member.

The small meerkat cried as his mother brought him close, trying to soothe him.

Just as she was getting him calmed down, another meerkat entered. A male coming to check on his mate, and their new son.

"Ann? Is everything alright?" he asked, he looked a little shaken.

The female smiled, looking happy but tired. "Yes, everything is fine. He's fine, I'm fine, I'm just sorry you weren't here."

"Well, the truth is I don't think I could've handled watching. I know you might have needed help but I was afraid I would have passed out."

"Well, are you ok now?" she asked.

"Yeah, I passed out outside, so I should be ok." he answered jokingly.

Ann laughed softly, then looked back down to the little one now curled up with her. "So Mel, what do you think of him?"

Mel put a loving paw on his mate and looked down at his son. After a moment the only thing he could say was, "He's got a big nose."

"Don't make jokes, Mel!"

"Who's joking?"

Ann gave him a look. "Come on, be serious for a minute. Let's name this guy. What do you think of "Brandon"?

"It's a boy?"

"Mel..."

"Sorry, sorry. I don't know. Where did you come up with "Brandon"?" Mel asked.

"I don't know, I just thought of it."

"Oh." Mel said, now looking his son over. "Nah, he doesn't look like a "Brandon". Can we name him "Buzz"? Please?"

"After the so-called "Fearless Buzz?"

"Yeah. Wait, what do you mean "so-called"? He was great!"

Ann gave an exasperated sigh. "Mel, I know he was your father but I just don't know what makes him so great."

"Are you kidding!?" Mel yelled. "He was the only one of us to stand up to those hyenas! He saw a future in which we meerkats didn't live in fear of hyenas, or any other predators! Our son would be privileged to be named after such a meerkat, even if he wasn't my father."

"And if he's _so_ great, why isn't he here to see his grandchild, Mr.?" Ann asked, knowing the answer.

Mel deflated at this. "Because after he stood up to the hyenas...they ate him."

"Exactly. He wasn't brilliant, he was just dumb."

"Hey, don't say that about my dad! Half the colony reveres him as a hero."

"Yes," Ann agreed. "However, the _other _half thinks of him as an idiot."

"Yeah, but _they_ are wrong!"

Ann closed her eyes and looked down angrily, looking like she was trying to calm herself down by biting her tongue.

"Alright, alright. I don't want to have this discussion again, preferably not around Brandon."

"We're _not _naming him Brandon!"

Just when they were about to go back onto the naming subject, two more meerkats entered. They were both older females, Mel's mother Tanya, and Ruth, the matriarch and leader of the colony.

Tanya looked down with joy at her son's little family. "Oh, Mel. He's so adorable, just like you when you were first born! I'm so proud, you're father would have been too!"

Ann, however, looked past Tanya to Ruth. She welcomed her nervously. "Um, hello, Ruth. I'm very sorry, I know only you or your children are allowed to have babies but.."

Ruth interrupted her, a good-natured smile gracing her weary face. "No, no. Don't apologize Ann. I know you're still adjusting to your new home here, but when I became matriarch I decided I would abolish that old rule. I wouldn't want to deprive anyone the joy of parenthood, especially not the son of the Fearless Buzz."

Ann rolled her eyes (thankfully no one noticed) but stayed silent, relieved that she was able to keep her baby.

"Oh, he is simply precious." Ruth said as she too gazed at the sleeping baby meerkat. "I was just telling my daughter Clea that she and her mate better get a move on. We need some little ones in our family again, preferably a female, but never mind. What have you named him?"

"Yes yes! What's his name?" Tanya chimed in.

Mel answered for them. "We haven't actually agreed on a name for him yet. Mom, Ms. Ruth, do you have any ideas?"

"Did you try "Brandon"?" Tanya said.

"yes, Mother." Mel said, giving his own exasperated sigh.

"What about "Maximus"?" said Ruth.

They all looked over at the matriarch. "You could always just call him "Max"." she said when she saw their puzzled expressions.

Mel and Ann looked at each other, then both looked down at their son.

"Hmm, Maximus, Max, I like it." said Ann.

Mel took a bit longer, but he agreed. "You know what? Me too. It fits him. Somehow."

As if he had heard his name, little Max smiled in his sleep as everyone continued to watch him.

-----

They all talked quietly for a long while, and once Ruth and Tanya had reluctantly left the tiny family settled in for sleep.

As the three of them drifted off, little Max in the middle, Mel suddenly opened his eyes.

"Do you think he needs a brother?" he asked his mate.

Ann sleepily sat up and looked at him. "What?"

"Do you think we should have another one to give him a brother?"

She sounded groggy and disgruntled as she answered. "Why are you thinking about this _now_?"

"I don't know. I just...I never had a brother. I always wanted one, I thought maybe we could..."

"Mel, Honey, I just had a baby. I don't plan on doing that again for a while." Then she turned over so she was not facing him and closed her eyes.

"So...maybe?"


	2. Early Days

Leo woke to an extreme pain on the side of his head. Annoyed and sleepily confused at this rude awakening, he opened his eyes and saw Max, his older brother, standing over him.

Seeing that he was awake, Max hit him again. "Come on, Leo! Dad's gonna continue that lesson on foraging and you said you wanted to come."

"Yeah," answered Leo, still trying to wake up. "but I didn't know it'd be so early."

"What in this colony _isn't_ early? Come on, sleeping too late is lazy anyway. Mom says you can't call yourself a meerkat if you're lazy."

"Ok, I'm coming."

"Better hurry up, Dad's leaving now."

This helped Leo perk up. He sprang up and followed his father and brother outside.

It was cool and the sun was slowly rising, making the sand and dirt underneath them warmer by the minute.

Leo was always excited to get to go with Max when their father taught him all about the duties of a meerkat. As he was only three months old, he would still normally be being babysat by his mother or another of the colony members. While that would suit some young just fine, he'd much rather get a head start and start learning the things his five-month-old brother got to.

As he was trying to keep up with their strides, they passed some of the colony's babysitters with their respective charges.

Max was right, their colony rose with the sun. It seemed sometimes even before the sun. It seemed many of the adults had already gone out foraging or standing guard or adding to the elaborate tunnel system that lay beneath Leo's feet.

He stopped when some of his young friends called out to him.

"Leo! Hey Leo!"

He paused. He desperately wanted to keep up with his brother and father, but he hadn't seen his friends in a few days and he didn't want to seem rude. That was another thing his mother warned against. Hoping that they would wait for him, he answered his friend's call and went up to meet them.

"Hey Leo. Where have you been?" asked a small meerkat pup with a rather large reddish-brown nose.

"Yeah, you haven't come to play with us in a while." chimed in another, this one's fur looking considerably ragged.

"Well, my big brother's been letting me come with him when Dad takes him out to teach him stuff." Leo said with a huge smile.

"Oh, neat!" the scraggily one said. "Wish I could go."

"Yeah, me too." agreed the big-nose one.

He swelled with pride as they oohed and ahhed. As far as any of them knew he was the first out of all their friends to start his adult training. He liked impressing them, but he thought he shouldn't dwell on it anymore.

Once he was done sharing his good fortune, he politely asked what they had been doing.

"Well, Joey and I haven't gotten to do much. Lately our sitter has been Clea, Ms. Ruth's daughter. I mean, she's alright and everything, but she won't let us out of her sight." said the scraggily one.

"Isn't that what she's supposed to do?" asked Leo.

"Well, I guess. But there's no fun in that!" Joey said. He then looked around before he spoke again. "Plus Clea makes us hang around with her daughter and her stupid friend. We've been trying to ditch 'em, but they just keep finding us!"

"It's her kid that keeps finding us. Then she goes on and on about how we should be staying with her mom, like _we_ care." chimed in the other.

"I think Scruffy likes her." Joey whispered to Leo.

Scruffy had apparently heard him. "I do not!" he said defensively.

"Maybe not, but you do like her friend, the quiet one. That _Laita_."

Scruffy pouted. "Girls are stupid."

"My dad says it won't be long before we don't think like that anymore." Leo said.

"Ha, that'll be the day." said Joey. Then all three of them heard someone calling out.

"Joey? Scruffy? Where are you guys? We have to stay with my mom!"

Just then they saw two little female pups running towards them, one gently pulling the other along to get her to come.

They watched the one pulling the other tumble, taking her friend down with her. They both sat up and brushed the dirt and sand off of themselves and continued on.

Once the two girls had finally gotten to the three boys, Leo could see them properly. The first one, the one pulling her friend, had light orange fur on the top of her head, and bright green eyes. She wore a big smile, proud that she had been successful in finding them. The other girl, a bit smaller and a tad thinner than her friend, didn't stare up at them like her friend. Her blue eyes were scanning their feet and the brownish fur on her head still has sand clinging to it. She looked like her friend had made her come looking for them.

Leo had seen them before, but he hadn't spent a lot of time with them. "Hi Kavie, hi Laita." he said to them.

"Kavie, why can't you just leave us alone?" Joey asked her somewhat rudely.

The first girl changed her glance from Leo to Joey. "Because My mommy is in charge of us, and my grandmother is in charge of everybody!"

"So that makes you think _you're_ in charge of us, too?" Scruffy said.

"No," Kavie answered. "but I do think I know what's best for everybody, and if you two run off from my mommy than you might get in trouble, and that's not best for you is it?"

Scruffy and Joey both looked at her, thinking, and came to the same conclusion.

"No." they said in unison with matching amounts of distain at her being right.

Leo couldn't help but smirk at his friends. At first they were so adamant on not caring about what Kavie said, and then their tune changed immediately when she was actually there.

"Hi Leo." Kavie said, answering Leo's greeting, not missing a beat. When Leo returned his greeting again to both of them, Laita gave a polite wave, but stayed silent.

"Where have you been, Leo?" Kavie asked. Leo happily re-counted what he'd told Joey and Scruffy. The girls seemed just as impressed as the boys had been.

"That is so neat Leo!" Kavie said excitedly. Even Laita was looking interested. "I really want to start learning about being in the colony. My mother said she and my dad and grandma will teach me, but only when I'm older. What have you been learning?"

"Well, I just started tagging-along, so I don't know what my dad and Max have covered already, but we started on the lesson of foraging, and that's really fun so far!"

"I bet it is." she said, with the merest trace of longing in her voice.

Leo didn't have any more time to tell his friends more, because at that moment Max came striding over to him, looking annoyed.

"Leo! Come on! You said you wanted to come, Dad and I have been waiting, we thought you got lost!"

"Why would I get lost?"

"Doesn't matter, just come on now!"

Max grabbed Leo and pulled him, more forcibly than Kavie had pulled Laita, onward. Leo waved and said goodbye to his friends.

He heard Kavie, Scruffy, and Joey answer, and saw all four of them wave to him before his brother had drug him very quickly out of sight.

* * *

_Author's Note: Sorry that these chapters have been short, but I'm hoping the next one will be longer. Haven't figured out how many chapters there will be, but we still have some more characters to meet. So it might be a few. I've got a whole mess of characters in this one, I think I'm taking a leaf out of some of my friends and their stories. :-)_


	3. the Way Things Are

Mel and his sons walked back home from a full day of teaching and foraging. It had been a productive day, Mel showed Max and Leo where to look for bugs of different kinds, and the boys where happy to spend the day looking under rocks and logs and in tress, getting to eat whatever they found.

They didn't always pay attention, but they where learning fast which made up for it.

It was while they were heading back to the tunnels when Leo's curious mind began to wonder about the things he and his brother would be expected to do one day.

"Dad, do we get to pick what we want to do? When we're adults, I mean" Leo asked, finally voicing his thoughts.

"Well, that depends son." Mel said. "There are some things you are going to have to do, like foraging. That is how you're gonna find food for yourself, and if our colony was ever attacked by a rival colony you would have to help defend it. Other than those, I would think you could choose what you're best at."

"So, you're best at digging?"

"That was my strong point, yes. That is actually what a lot of meerkats choose. Since the colony is always growing, we always need more tunnels."

Leo smiled as he considered what he might want to do, then he glanced at Max.

"Max, what do you wanna do?" Leo asked his brother.

Max hadn't really thought about that, he didn't think he really needed to just yet. "I dunno." he said. "I'll probably just be a digger like Dad."

"So digging is your strong point too?"

"I guess."

"What's Mom's strong point?"

"What's with all the questions?" Mel asked, chuckling at his youngest son. "I'm sorry Leo, that was just a lot of questions being thrown at us.

Well, before you were born she liked watching over everyone, so she got to be a sentry. She hasn't gotten to do that lately, though. She's been helping Ms. Ruth and Ms. Clea, and helping with Grandma Tanya since I can't be with her all the time."

"Why can't you be with her all the time?"

Mel shook his head as he looked at leo. Obviously Leo was not going to stop. He then thought about Leo's question and sighed.

"I'd like to son, I really would. That just doesn't seem possible right now, though. I have to keep working in the tunnels. Its a good thing your grandmother is friends with Ms. Ruth, she can talk with her while your mom helps them."

"What does Mom do to help Ms. Ruth?"

At this point Mel was tired, more tired than he'd originally been. So he answered that question with the obligatory, "Ask your mother."

* * *

They were just nearing their hole as the last bits of sunlight died away. It was getting so dark that they could barely tell that Ann was emerging from the hole, and couldn't tell at all that she looked distressed.

"Mel!" Ann shouted as they came close enough to see her expression.

"What's wrong?" asked Mel.

Ann quickly shooed her sons down the hole.

"Now, you two go down the right tunnel. Do not go down the left!"

"Mom, what's wrong?" Max asked.

"I'll explain to you later, now take your brother and go... NO! The _right_ tunnel!" Ann said hurriedly as her sons disappeared down the hole and to the right.

Mel looked worried and confused. "Honey," he said cautiously. He had a very bad feeling about what he was going to hear. "What's down the left tunnel?"

She looked up at him, her eyes were swollen which meant that she had been crying, but fresh tears spilled out as she spoke.

"Mel, your mother...your mother...has...passed on."

Everything going on in Mel's head shut off abruptly. His eyes widened and he felt like he was going to fall over. Her words floated in the air for a moment, Mel couldn't seem to grasp them.

"Are you sure?" was the only thing that escaped his mouth.

She slowly nodded. "I'm so sorry, Mel." Then she brought him into a sympathetic hug. He wasn't crying, not yet, but she seemed to be doing the crying for both of them. The information finally seemed to have sunk in as he hugged her. He had to see for himself though. He pushed Ann away and dashed past her, down and to the left. It went on for a while until he reached his destination.

Tanya looked like she was sleeping, except it didn't. There was something rigid about her that didn't seem right, and the burrow seemed much smaller than it was now.

He was so preoccupied that he didn't see the other inhabitants of the room. Ruth was sitting not far from the entrance, along with her daughter Clea, and two other meerkats.

They seemed to have just noticed that he was there.

"Oh, Mel. I'm so sorry for your loss." said Ruth, coming over to hug him. She had a crushing grip but the gesture was nice all the same.

"Thank you, Ruth. But she's just as much your loss as mine. You were good friends."

"We were, but she was your mother, dear. Its you who needs the comfort."

He looked back down at his mother. "She looks so peaceful."

"Yes, she does." Ruth agreed. "She apparently went in her sleep. Ann had just stepped out for a moment when Tanya went to take her nap, Molly and Lee say they were with her when...it happened."

Mel managed a small smile as he thought of his mother's life.

"She lived a good, full life."

"Yes. She did. She was even older than me, twenty. That's a good long life for any meerkat. She was also a wonderful friend, and she loved her family dearly"

"And she's with Dad now, right?"

"Ah, yes. The mate of the Fearless Buzz has now been reunited with him. Maybe that's why she looks so peaceful."

They all stood in silence, looking down at Tanya. Ann had joined them and there was a while before anyone spoke.

"We can have a full funeral for her." Clea said, but Mel shook his head.

"No, Mom wouldn't have wanted a big thing. We'll just bury her tomorrow with just my family and yours present, if that's alright."

"Whatever you feel is best, Mel." Ruth said. Then she added, "Oh, Mel. You remember my son Lee, I hope? Well, this is his new mate, Molly. She just joined the colony from a great distance. I do wish you could have met at a better time." She indicated her son and his mate.

Mel gave them a polite, but sad, nod. Lee returned it, not saying anything. He looked like he didn't want to impose on the grief. He looked genuinely sorry for Tanya's passing, but his mate, though she did look sad, it did not reflect in her eyes. Mel dismissed it, though.

* * *

Once they had moved Tanya's body and everyone had left, the only thing left to do was tell the children. Mel and Ann both hoped their pups would take it well, and they did. Not as much crying as there could have been, it seemed Ann was doing the crying for them, too.

"You boys understand, right?" Ann asked them when she had finally stemmed the flow of tears. "You won't be seeing Grandma anymore. At least, not here."

"But, where did she go?" Leo asked.

"She...well...she went up into the sky. To a place where nothing bad ever happens, and she gets to see Grandpa again."

Mel explained to his young son.

"Can I go there?'

"Some day." Mel said. "But hopefully not for a long, long time."

"I understand, Dad." Max said.

"I know ya do, son. Thanks for being strong. If Leo has any more questions, would you mind answering them for him?"

"Sure, Dad."

"Ok boys. "I'm going to sleep. This has really been a day." Ann said. They all hugged her and told her good night. Mel was just about to leave his sons to go to sleep too when Leo spoke up yet again.

"Dad, tell us about Grandpa again." Leo said.

"Come on Leo, Can't you see Dad doesn't want to tell stories? He probably wants to just get some sleep."

Mel sat back down, though. "No, its ok, Max. I think it might help me as much as Leo for me to tell the story."

Leo sat himself down close to his father, and Max reluctantly sat beside Leo.

"Shortly after I was born, but I don't know how long before or after your mother was born, your Grandpa Buzz was a digger, just like me. He never really liked having to live in fear of all the predators that liked to harm and/or kill us. So he decided he would try and stand up for himself as well as the colony. Well, that didn't sit right with the some of the other meerkats, they thought he was just some loon with crazy ideas, but he wasn't. He wanted to one day find a place where none of us meerkats had to worry about eating or being eaten. His most famous try was sadly, his last. One day when some hyenas were attacking the colony, Buzz got a pointy stick and ran up to them. He jabbed them with the stick and yelled at them to leave his colony alone. After that he was sadly attacked and then eaten, but now he, Buzz, _your _grandfather, is revered to this day as "The Fearless Buzz"."

Leo and Max clapped when Mel had finished.

"But Dad, don't some of the meerkats still think he was crazy?" asked Max.

"Well, yes. Some. Like your mother, for some reason. Its pretty much half of the colony. But don't you two worry, you know the truth. You know that Grandpa Buzz was a hero."

After finishing the talk and story, he hugged his sons and left the room. Max and Leo settled down for sleep.

"Max?" Leo said from his nest-like bed.

"Yes?" said Max, sounding sleepy and disgruntled.

"I wanna be like Dad and Grandpa."

"I bet you will be." Max said, agreeing with Leo so he could go back to sleep.

"I hope so." Leo said. Then there was a long silence before he added, "I hope _my_ kids will be, too."

* * *

_Author's Note: Hope everyone is enjoying the story. Haven't had a lot of comments, though. I did try to keep them all acting like real meerkats, but it hasn't been working so well. I did put a little bit of real meerkat behavior in there, but they're cartoon meerkats, so hopefully its ok that they don't act like real meerkats all the time. Also the age stuff isn't exactly right but again, ok._


	4. Boredom, Exploration, and Grief

The colony's territory expanded in the weeks following Tanya's burial.

A nearby rival colony had been chased off and a good portion of their land was quickly snatched up.

Although Leo eagerly wanted to explore the new areas, he and Max were now being taught by their father the finer points of tunneling.

Sadly, that meant they would spend most of their days underground. Leo was still happy to tag along and learn. Tunneling may be a tad tedious, but he learned quickly that there was always a way to break the monotony. Often the meerkats would break out into song to help the work go faster. Leo didn't much care for the songs. They were all about digging and work, and the looks some of the meerkats had on their faces made him feel uncomfortable with their much-too-happy smiles.

Max seemed to really enjoy the work in the tunnels, and would even join in on some of the work, and sadly, the singing. Max may have a gift for tunneling, but he was far from a good singer. Having to hear his brother try and sing was one of the main reasons Leo had opted lately to stay and be watched-over with his friends.

On an overcast day, odd for the time of year, Leo and his friends were happily playing outside. They would practice their digging, and make up foraging games where they all had to find rocks that looked similar.

Despite all they tried, it was a pretty boring day.

Scruffy's mother, Chio, was supposed to be watching them, but since all the pups in her charge were lying together on the ground struck with boredom no actual watching was necessary at the moment.

"I am so bored!" whined Joey for the fifth time in a row. Joey apparently felt that whining was better than doing absolutely nothing.

"Will you quit saying that?" said Scruffy. "We're all bored. Somebody think of something to do before Joey states the obvious again!"

Leo had not really been listening to his friends' arguing. His mind wandered back to the unexplored to area of land. He still had not gotten the chance to go. His thoughts were interrupted when he heard Scruffy's last sentence.

"We could always try to see some of the new land." he suggested.

Scruffy sat up and looked over at his friend. That had not occurred to him. "Oh yeah! We can do that!"

"You better not." said Kavie who was lying with Laita a little farther away from the boys, but close enough to where she could hear them and they could hear her.

"Why not?" Scruffy asked her.

"Because your mom is watching us, and I would think that you wouldn't want to do anything to get in trouble since, out of all of us, you'd get the bigger punishment.

Joey sat up now. He and Scruffy pulled Leo to his feet, and they all looked over at Kavie and Laita.

"I'm sick of listening to you!" Joey said.

"Yeah, Kavie. Leave us alone. We're gonna go, and we don't care what you say or if we get in trouble!" Scruffy said. "Come on, guys."

Scruffy then started, rather angrily, off to explore, with Joey on his tail. Leo was about to follow them, but as the boys were going he looked back at Kavie. She looked incensed since they hadn't listened to her, but on closer inspection he could see that she also looked a little sad. Maybe, even though she had protested, she wanted to be included. There was only one way to find out.

"Hey Kavie," Leo called to her. "Do you and Laita want to come with us?"

You could tell she was not expecting that. She looked surprised, but then changed back to annoyed. "I don't think they want me to." she said looking past them to Scruffy's and Joey's retreating figures.

"Nah, they won't care. I'll talk to them if they say anything. We better hurry up. Come on!"

Kavie looked over at Laita. Laita smiled, and then shrugged. They both stood and followed Scruffy and Joey with Leo.

* * *

"Ok, I think we've gone far enough." Kavie said as they ventured farther away from the tunnels and their sitter.

"Come on, we've barely even started!" called Scruffy from the front of the group. He leaned over to Leo. "Why did you have to invite them?"

"We couldn't just leave them."

"Yes we could have. Joey and I have done it loads of times while you were with your dad and brother."

"They wanted to come. Well, at least Kavie did, Laita didn't say anything."

"I don't really care if Laita's here. At least she's quiet. Kavie's too bossy."

"She just cares. Isn't that what she should do?"

Scruffy rolled his eyes. "I should've known. You want her here because you like her."

"I do not!"

"Denying it only makes it truer."

"That doesn't even make sense."

"Whatever, just go walk with your girlfriend, Leo." Scruffy then moved past Leo to walk with Joey, leaving Leo to walk behind them.

They were now much deeper in the dry grasses of the unexplored area.

Leo was sad that he couldn't look everywhere at once. He took in the new area with wide eyed excitement. It didn't matter if the grass and rocks looked like they did at home; just knowing that they weren't the same ones was enough. They were different. They were new, and Leo liked that.

Thinking that they were still a little mad at him for inviting the girls, Leo decided to hang back from Joey and Scruffy.

"Isn't this great?" Leo asked Kavie when the girls had caught up with him. He still couldn't help looking around, but he made himself look at her.

Kavie looked happy to be out, even if she did keep looking back towards home. Laita, as she usually did, walked beside Kavie without speaking, but at least she looked like she was enjoying herself. Her eyes were not looking at her feet.

"I guess." Kavie answered, giving another look back. "I mean, this is pretty fun. I'm enjoying this, but...," she looked at Leo.

"I have a bad feeling."

"You're probably just scared we'll get in trouble." Leo said, trying to reassure her. "Don't worry. We'll keep going for a little longer, than Scruffy will get bored of it and we will start back. I'm sure

Scruffy's mom won't even notice we left."

Kavie looked unsure. "Maybe that's it."

She brightened up more after that. They did continue on for a bit.

Then, like Leo thought, Scruffy and Joey got bored again and they turned around. As they were heading back Leo kept thinking about how he now knew part of what was beyond the colony. It wasn't so bad, he thought.

He was thrilled they had gotten to go here, but he secretly wished they could have gone even farther.

No matter how much fun they had, Leo was thankful they hadn't met anything dangerous. That would have been a tad too thrilling.

He thought maybe he had counted out danger too soon when they heard something rustle ahead of them. They all stopped to listen, hoping it wasn't a predator.

It wasn't a predator, it was worse. Scruffy's mother Chio was running up towards them.

"There you all are!" She yelled. Joey and Scruffy immediately ran up to her apologizing and crying. "None of that now, boys!" She pushed them away from her and went straight to Kavie and Laita. She clasped Kavie close to her. "Come on, all of you!"

Leo had no idea what was going on. He followed Chio as she ran back to the tunnels. Barely anyone could keep up with her, except Kavie. Chio was still pulling her along, keeping her close. Kavie looked just as confused as he was.

* * *

They were soon back at the tunnels, where they finally stopped and

Chio turned to them.

"Now, kids, I want you all to go down into the tunnels and find your parents."

"I don't understand." Joey said. "Are we in trouble?"

"No, not if you do as I say." Chio answered, practically pushing them down the nearest hole. Leo noticed that, for once, the above ground over the tunnels and the surrounding area were completely deserted. It was eerily quiet. Something bad had happened.

Kavie tried to follow them down but Chio kept a hold on her. "Kavie, you need to come with me, sweetie."

Kavie looked up at her, then over to Laita and Leo. Leo noticed how scared she looked as she did. Even after she had turned and left with Chio, the image was still in his mind.

The rest of them did as Chio had said. Since Scruffy couldn't go home if his mother was taking Kavie wherever, he went with Joey. Then Laita, looking considerably lonely, headed down the opposite way Leo went when they came to a fork.

When Leo reached his parents, they both rushed over to embrace him.

Max was already there. They all looked so solemn, and Leo still didn't understand.

"What happened, Max?" he asked his brother when nobody had said anything.

"Well, Dad and I didn't see it, we were down here. We only just heard from Mom. Mom, do you want me to tell him?" Max said.

"No, Max. I can." their mother answered. She was using the tone she had used when Grandma Tanya died, and Leo's feeling of unease grew. At least she wasn't crying.

"When I was with Ms. Ruth were out checking on everyone as they were foraging, we noticed that we couldn't find Bami or Clea. Kavie's parents. We began to look for them. We finally found Bami trying to carry Clea out from under a large rock. Bami collapsed in front of us and we saw a snake slither out from where he had come and off into the grass. We feared the worse, so we checked them over. They were both unconscious. They were barely bleeding but we still found puncture wounds on them. Bami woke up enough for him to tell us that they had accidentally come across the snake while looking for their food. Before he fell back out of it he told Ruth he was sorry. That he tried to shield Clea as best he could. We got them back home and when I left Ruth was having some of the others doing all they could, but Bami and Clea were having a very hard time breathing and...," now the tears were forming. "...it doesn't look very good."

She held her sons close to her when she finished. Mel patted her on the back, not sure of what else to do. They were all unsure at this point.

* * *

It seemed like forever before Chio appeared in their burrow with Kavie. Kavie was looking much like her best friend, Laita. Although the shyness Laita emitted was replaced by something else.

Chio spoke to the adults. "Mel, Ann. Ruth wants to see you both. She asked me to bring Kavie here. Do you think Max can watch her and your youngest while I take you to Ruth?"

"I think Max could handle it." said Mel.

"Besides, I think it's important we see Ruth right now."

Mel nodded. They waved their pups goodbye and left with Chio.

Leo watched Kavie slowly sit down, not talking to either of them. Her face held such sadness, the saddest face Leo had ever seen.

Leo went to sit next to her, and beckoned for Max to sit next to him.

She didn't even look over at them.

"They're gone." she said. She said it so calmly that if you had not been looking at her, you wouldn't know she was crying. They weren't like Leo remembered his mother's tears either, all coming at once with big gasps. Kavie's tears came one at a time. Maybe she was holding them back. "Both of them. I was there when...they went." The tears started to rush now. "They were lying there together. I got to say goodbye, but I don't know if they heard me. Then Ms. Chio led me away and took me here."

All Max and Leo could do was listen. Leo tried to think of some other way to try and help her, but all he could come up with was to hug her.

The kind of hug his mother had just given to himself and his brother.

He didn't really know if it had helped, but she did speak again.

"I'm never going to see them again."

"Yes you will." Leo said. He said it so assuredly that she looked at him for the first time since she came in. "They just went to that place way up in the sky where everyone goes when they die. That's where our parents said our grandma went when she died. Isn't that right, Max?"

Max looked a little surprised at his younger brother, but he answered him. "Yeah. That's what it is. You'll see them again one day when you leave for there."

"But hopefully not for a long time." Leo added. "Plus they can still see you from there, so they know if you're ok."

This seemed to help her. The flow of tears had slowed down. "Is that true?"

"Yup." said Leo. His unflinching assurance made her smile for the briefest moment.

A slightly smaller silence broke out. They now had to endure more waiting for the adults to return. Leo couldn't decide if this wait was easier or harder than the last.

* * *

_Author's Note: Well, I hope both of you two people that are actually reading this enjoyed this chapter. I know its sad, but I promise this is as sad as it gets until much later in the story. Although it does get a little sadder after that. But 'cha don't have to worry right now. :-) I still say I'm not great at ending chapters._


	5. The Best Laid Plans

Chio led Ann and Mel back through the tunnels to large burrow usually used for meetings. No one spoke as they hastened over to Ruth and her son and his mate where they waited.

Ruth looked so very careworn, it seemed some of the warmth and brightness had left her. She still managed a tear-filled smile when she saw them walk up.

"Mel, Ann, thank you for coming." she said. "I wanted you all here so we could discuss what will happen to the colony...and my granddaughter, now that my daughter and Bami are gone. I think you all know that I had planned to step down soon, and I had chosen Clea to succeed me. I know this is not a monarchy, I could have chosen anyone, but I chose the female in the colony I thought most fit for the job, even if that meant keeping it in the family. What I am asking of you, my close friends and remaining family, is to help me decide what to do in this situation. Do I step down as planned and choose a new successor now, or do I wait a  
while longer and stay in power until a suitable candidate is found?"

When she had finished, they all looked around at each other, Mel and Ann both especially honored and surprised to be asked their opinion.

Ann spoke up first. "Ruth, none of us wants to see you step down just yet, you have been so wonderful for all of us. But if it had come to it, I always thought you would choose Kavie."

"That is one of the reasons I might want to hold off my decision. Right now, Kavie and the rest of her female peers are far too young to be considered. Further on in the future, though, one of them might show the qualities essential to be a leader. As for Kavie, right now I do not think she has any desire to be matriarch. She is probably unsure of what she wants to do, like so many pups are." Ruth said.

"I don't know if you should wait though, Mom." said Lee.

"Yes, why mess up your original plan?" Molly spoke up after her mate. "Why don't you just choose someone now?"

"Molly, what if the female she picks isn't fit? She obviously wants to wait, and with what she said I think she wants to wait for a  
younger female." said Chio.

"Yes, but why?"

"It is not that I do not want to choose from any of the adult females, and I did not mean to offend any of the present females here. I was merely thinking that if I chose someone now, I might be taking away the chance from a female who really deserves it later on."

"Then it seems like you already made your decision, what did you need us for?" Molly said, in a surprisingly rude way.

If Ruth had noticed her daughter-in-law's tone, she did not show it. "I needed to know from you all, my trusted friends and family, what you thought."

"Well, I really think you should wait, Ruth." Mel said. "It does seem like it would be best for the colony if you stayed on for a while  
longer. You are one of the best leaders we've had in a long time. Plus that is what you seem to want to do, and you are still matriarch."

"I agree with Mel." said Chio.

"Me too." said Ann.

Ruth looked around at the five of them, it seemed most of them did agree with her. "Well, then, at least that's settled. Now, about Kavie; I have decided to take over Kavie's adult training. It might be difficult with all of the other things I need to do, but I think she  
really needs her Grandma right now. However, I need to consider who will care for her and teach her if something were to happen to me."  
"Lee, Molly," she indicated her son and his mate. "I know you have expressed reluctance toward the idea of you being the ones to do it. I don't really understand why..."

"It's not that we wouldn't want to..." Lee interrupted, but Ruth continued.

"I am sure you have your reasons, though."

"We just...don't think we'd be up to it, Ruth." Molly said quickly, nudging Lee.

"Yes, right." said Lee, understanding whatever it was Molly was trying to convey to him.

Ann and Chio looked at each other, and Chio nodded. "If something were to happen to you, and since Molly and Lee are uninterested, I would be glad to care for and teach Kavie, Ruth. Its only Scruffy and myself in our family, so we would have the room."

A flash of her old spark graced Ruth's face. "Thank you, Chio. Thank you all for your help. Now, since we have finished I think we all  
should go on to sleep. I now I need some sleep, this has certainly been a trying day." Ruth said.

Listening to her, they all quietly disbanded. Chio went with Ann and Mel to recover Kavie and take her to Ruth, and Lee and Molly went elsewhere.

* * *

"Well, that was absolutely pointless!"

Molly stormed into her burrow with Lee following timidly. She was obviously not happy with the meeting that had just occurred.

"Now, come on. Mom needed our help deciding." Lee said.

"No, she had her mind already made up. You heard her!" Molly continued yelling.

"Is this because she didn't appoint you next in line?" Lee said cautiously, he knew asking this was probably just going to flame the  
anger.

"Well, yes! I mean, why not pick me? I'm the only adult female left in the family!"

"Well, she doesn't have to pick a family member, remember."

"Oh, will you stop defending her!? I know she just looked over me because she has someone already in mind. It probably is one of the young pups. I wouldn't be surprised if it were Kavie or that friend of hers. Why else wait?"

"If you remember, she decided not to step down yet because the colony needs her, as well as giving the younger kids a chance."

"I understood that! You don't need to tell me again! You and I both know those aren't the real reasons. She's trying to keep me from being matriarch by any means necessary! Well, we'll just have to wait for an opportunity to present itself, and then I can just slide right into the leadership role I was born to play!"

Lee tried to calm his mate down from her rant. He sat down next to her as she continued fuming.

"Molly...dear. I really have never understood why you wanted to be matriarch so badly."

Her voice was filled with a tired anger now. "Oh, you remember Lee. My sister became matriarch of our colony and then kicked me out. I didn't do a thing to her. Wait, there was that one thing about failing to watch those pups I was sitting and two of them got killed...plus I tried to undermine her and become matriarch myself...but other than that I didn't do a thing."

She put her head on her mate's shoulder. "I know its pretty petty, but if I could just become the leader of this colony, it would just fulfill my dream Lee darling. Plus it would show my sister who's who."

Lee patted her shoulder. He always had a weak spot for Molly, and couldn't really say no or confront her on anything. It had been like that pretty much from the moment they'd met.

"I'm sorry for upsetting you." he said.

"Its ok." Molly was now calmed down, but she let out a slightly-fake sigh. "But like I said, we'll just have to wait for the right moment."

* * *

_Author's Note: And there is chapter 5. Hope you enjoyed it. I'm not sure if I can pull off all this serious layered story stuff, but I'm having fun trying! Hope the handful of you reading are enjoying too. :-) If you guys that have just been reading and not commenting would comment, that'd be really nice._


	6. the cost to belong

The circle of life moved time onward as is usually does; too slow in the eyes of the young, too fast in the eyes of the adults.

Soon Max, Leo, and the rest of the pups had become adolescents, young adults.

Max had completed his adult training and now had joined his father almost full-time in the tunnels. It was lucky for Max that he followed his father, because he was not only adept at digging, he found he enjoyed it as well.

Things had gotten very busy for Mel and Ann. Work in the tunnels was becoming harder for Mel as he aged, and Ann was now an official aid to Ruth. Both parents now had so much to do that the remainder of Leo's adult training fell on Max.

* * *

"Leo. Leo pay attention." Max said as he tried to get his brother to listen. That far-off look he got sometimes was not really what was needed right now.

Leo snapped back to the here and now and looked at Max. He sat up from the ground and stretched. "I'm sorry, Max. You have to consider, though, it _is _getting late." Leo said. Luckily enough a yawn was escaping Max's lips at that very moment.

"I know its getting late, but you need to be able to find your way at night. Now, the things in the sky don't give much light, so it can be tricky..."

"I'm sorry to interrupt, but why do I need to know this?"

"Well, what if you get lost and the sun goes down?"

"I'll just wait until morning to look for home."

"Come on, Leo. You're not making the whole learning process any easier."

"Yeah, but I heard you the first two times you told me about how tricky the dark is. Lets take a break at least."

Max realized that at this point they probably weren't going to get anything else done, so he decided to throw in the towel for now.

"Oh, fine. I guess we can stop for tonight."

"Great." said Leo, sounding tired and glad. He was about to start off when he smiled and turned back to Max. "Although, I think I _have_ learned a bit from this lesson tonight. I think I _can_ find my way back home in the nighttime...see ya!"

He then dashed off towards the tunnels.

It took Max a minute to realize that this was a race, and after rolling his eyes and smirking at his brother's immaturity, he ran off after him.

They raced in record time and found themselves already in the tunnels on their way back to their burrow. Since entering the underground they had slowed and quieted, so as not to disturb anyone.

Leo was laughing softly as he flopped down onto his nest bed.

Max had sat down on his own bed when Leo had calmed down enough to ask, "Hey Max, do you really like digging in the tunnels?"

Max's response was casual, but Leo thought he heard the smallest amount of doubt in his words. "Sure. I'm good at it ain't I?"

"That's not really what I asked. I meant, is that what you really want to do."

"Yeah. Why?"

"Its just that I'm still not sure."

"What's to be sure about? You followed Dad and me around enough when you were little, I'd think you'd wanna follow us into work."

Leo thought for a moment, then he realized that he'd probably need more than a moment. "Hmm." he said to Max. "Goodnight."

The time that Leo shared with Max while Max taught him helped the two brothers to see each other as friends, but Leo's ambitions were never often a topic they discussed. For he and Max were now beginning to differ on the things their Grandpa Buzz believed.

Leo still wanted so much to be like his father and grandfather, but the influence Max gave seemed to be changing his dreams. Now that they were closer as friends, Max shared more openly with Leo about how joining the digging workforce with himself and their father was probably the right way to go. He did think it was more practical, even if it was hard and boring.

Leo began to think that maybe right now was not the time for the ideals he shared with his grandfather. They were seeming, as Leo grew and saw more of the world in which his colony lived, to be more and more in the realm of impossibilities.

Besides, who had time to think about exploring and fighting hyenas when all the work he was soon going to have to do was looming.

Maybe he should just resign to his fate. It would make his family happy if he were to be a digger.

Leo continued to ponder all of this long after his brother had fallen asleep.

By the end of the night, Leo felt his dreams shift behind his want to make his family happy.

* * *

_Author's Note: Man, this chapter is lame. I know its short and not my best (in fact it might just be one of my worst chapters), but it ended up being like ch. 2 of T&P:ToC, were I wanted what happens in here and what happens next seperate. Also this chapter only needed to accomplish two things, and I think/hope it did._


	7. the Peace the Evening Brings

Two months had gone by since Leo had started full-time in the tunnels. Working with his brother was really the only joy he got out of the work. He didn't always see Max, since Max was usually going around different parts that were under construction. It wasn't official, Max was fond of saying, but he was becoming more of a supervisor for the work. Which meant a better and more important position was looming.

Leo continued to try to find some type of pleasure in his days, but they were all starting to bleed together into large chunks. Each day had its continuing routine about it that was comforting, but at the same time slightly disturbing.

Leo could barely remember when he had last taken a day for himself, to break the routine. He finally decided one morning to take the chance. His brother wouldn't be happy, but it was worth a shot.

"Up and at 'em, Leo!" Max said as he woke his brother with the normal playful punch. "We've gotta get back to digging. That new south emergency route isn't gonna dig itself!"

Leo rolled over and sat up. He faced Max but did not look at him, instead he focused on the burrow wall. "Um...Max, I'm not feeling quite up to digging today." he said, a trace of nervousness in his voice.

Max didn't miss a beat. "Ok, sure. You can come with me and supervise for a little while. I'm sure nobody would mind." Leo then watched as Max left and went to join their parents in the next burrow. Leo followed him.

"No, Max. You see, I'm not really feeling up to working today at all."

This got Max's attention. He turned around and looked at Leo questioningly. "Why? Are you sick?"

"No."

"Well, then what do ya mean, you don't feel like going?"

"I just really think I need a break."

Max actually looked a little incensed by the idea of not working. It almost made Leo laugh, but instead he spoke again.

"Come on, Max. I just feel like taking a day off. You don't really think anyone will miss me if I take just one day off, do you?"

Max's tone when he spoke surprised Leo. He actually sounded kind of ticked-off.

"Every meerkat counts, Leo. What if some emergency were to come up and somebody needed you?"

"What kind of emergency? Like a cave-in or something? I highly doubt that if a cave-in happened, that they would need me personally. There's about 50 other meerkats working on the tunnels..."

"Yeah, and what if they _all _decided to take a day off? Nothing would get done."

"Max, I'm not the only meerkat who has ever wanted a break." Leo was not understanding what the big deal was.

"All those other meerkats are slackers, then."

"What about Dad?" Leo asked.

Mel and Ann had been watching their sons argue since they entered, and at the mention of his name, Mel interjected.

"Max, why can't your brother have a day off?"

Max and Leo both turned to their father, acknowledging him for the first time that morning. They both looked like they were about to be reprimanded.

"Because there won't be anyone to replace him. Every one of the 50 odd meerkats on the job has their own work to do, they can't be doing his too while he's out lollygagging."

"Lollygagging?" Leo said with a bewildered look back at Max.

"Son, I can fix your problem for you. Why don't I just go in for Leo today?"

"No, Dad. You need to rest. I don't need it as much." said Leo. Mel was still going through the pangs of aging. He was out of breath most of the time and he had not been able to do some of the strenuous tunnel work. So lately he had been taking more and more breaks to rest.

"No, Leo. I haven't been back in forever, it seems. I think I could use the exercise. This way you get your break, and someone is there to do your work. Problem solved."

Max looked like he still wanted to say something, but after a pause he said, "Fine." Then he and Mel left.

"That's kind of a double-standard, don't you think, Mom?" he asked Ann. "I mean, I want a day off and suddenly I'm irreplaceable, but if Dad wants off there's probably 10 males that could fill in for him. Is this the whole colony or just Max's thing?"

Ann sighed. "I don't know, Leo. I try not to get involved when your brother is on his tunnel stuff." She then smiled at him. "So, you got your day off, what do you want to do?"

Leo actually hadn't thought about it. He was so focused on getting the break he hadn't thought that far.

"Well, do you think I could tag along with you and Ms. Ruth today?" he asked.

"Ok. That sounds fine." she answered.

* * *

Leo hadn't really stopped and looked around the colony in a long time. He also hadn't heard from Ms. Ruth in a while. He heard things from his mother about what she had been doing and what they had done for the colony over the time, but he hadn't actually talked to anyone outside the diggers and his family.

As he climbed out of the hole and followed his mother, Leo saw some young pups running around chasing each other. Wow, how small they looked, it seemed odd to him that he and his friends had been that small not too long ago. Then he remembered his friends. It seemed longer still that they had all been together. He saw Scruffy a few times a day, since they both were in the tunnels. He rarely saw Joey anymore, though. He had become a sentry, and apparently it was a big deal for him, he seemed to take it just as seriously as Max took his job.

Kavie and Laita were the only ones that Leo had had pretty much no contact with for a long time. Odd in a colony that had only so much space, but it was also becoming a little crowded and their land had expanded even more as their population did. So Leo had not seen them, really since a short time after Kavie's parents died. Or if he had, it would have been for a brief moment, not enough time to really recognize them.

He didn't recognize them when he first saw them. It took him a moment after Ann had started the re-introductions to realize that these were Laita and Kavie.

"Leo, say hello to Ms. Ruth." Ann said.

"Oh, sorry. Hi Ms. Ruth."

"Hello, Leo." Ruth said politely.

"And, you remember Kavie and Laita?" Ann asked.

Laita, for the most part, looked almost the same as she had when they were pups. She was taller now, and looked more like an adult, but she still had traces of child left in her. She still seemed as shy as ever, her greeting was quiet and short. She stood slightly behind her best friend.

Kavie turned and looked at Laita, she seemed to understand that Laita wasn't going to say any more. She gave her friend a smile, which she returned, and they both turned back to Leo.

As Leo looked at Kavie, he felt something was different about her. He didn't really know what it was exactly. Like Laita, she did just look like a more grown-up version of herself, but there had to be something. Her fur color was the same, and her nose was the same shape. Her voice had matured, but that wasn't it.

Whatever it was, it was probably the reason why he went temporarily speechless when her green eyes met his.

"Hi, Leo." she said. Her voice sounded calm and friendly. Somehow Leo didn't think he was going to sound like that.

"Hi." he said, glad that he sounded better than he thought he would. As he pulled his gaze away from Kavie he felt a little embarrassed and thought he'd broaden his greeting. "So how have you all been?"

"Oh, we've all been fine, Leo. How about you?" asked Ruth. "Your mother doesn't tell us much."

"well, whatever Mom's told you is probably all there is to say. I'm just working in the tunnels. "

"And you got a day off today?" Kavie asked.

He glanced back in Kavie's direction. "Yeah. I just needed to break my routine. Max sure thought it was a good idea." He looked over at his mother, she smiled. At least she got that. When he looked back over at Kavie and Laita he said, "So what are you two doing here?"

"Actually, the girls here are learning about the duties of a matriarch. I have been showing a few young females around with me to get a feel for what it would be like if they were in my position." said Ruth.

"You didn't tell me you were doing that today Ruth. If I had known I wouldn't have let Leo come." Ann said. Then she looked over at her son and realized that he could've taken offense to that. "Oh Leo, you know what I mean! I wouldn't want too many meerkats following her around all day while she's trying to show Laita and Kavie what she does."

"Oh that's alright, Ann. Leo is welcome to come." Ruth assured Ann. "Either way, we must get going."

Ann nodded and they all started to walk off. Ruth and Ann were ahead leading them, Kavie behind them with Laita close to her, and Leo in the back.

The day reminded Leo a little of his adult training, since the girls were being shown in specific ways how Ruth checks on all the goings on in the colony. This seemed to involve a lot of walking. He felt like they had gone over all the territory twice by the time they were finished, and Leo felt even more tired than he did on a normal day of digging.

He didn't say much more to Kavie after they started, her eyes were now concentrated on Ruth and she looked like she really wanted to make sure she knew everything her grandmother was showing her and Laita.

The day seemed to go by much faster than Leo could want, and Leo soon found himself back in his burrow that he shared with Max.

He wasn't sure, but he thought the sun must have only just set when Max entered later.

"So, how was your day off?" Max said, with only the slightest hint of resentment in his voice.

Leo chose to ignore his brother's tone. He knew Max was still not going to be happy with him. He still didn't completely understand why, though. "Fine." he replied.

"Ya coming back tomorrow?"

"Yeah, Max."

"Good. I mean, I know you _wanted_ a day off, but you shouldn't make it a habit. Not if you want to get past being a regular digger."

Leo didn't want to argue, and he knew that's what he'd get if he said anything about any of that. "Did Dad do ok?" he asked instead.

"Yeah, he did alright. But he shouldn't be putting in a full days work, he gets tired so easily."

Leo felt slightly guilty hearing this. It must have shown on his face as worry, because then Max said, "He'll be fine."

Leo smiled at him. No matter how much they disagreed sometimes, Leo was glad that he still cared enough to try and make him feel better.

"G'night, Max."

"Night, Leo."

* * *

Hours had gone by since Leo and Max had lain down for sleep. Leo could hear his brother's steady breathing, he had gone to sleep almost immediately, but Leo had stayed awake. For some reason he just couldn't get to sleep. He tossed in his nest trying to get comfy, but his mind would not quiet him enough for sleep. He wasn't even thinking about anything in particular. There was merely this odd feeling that was keeping him up.

After a while he got up and started climbing out of the tunnels. He thought maybe being out in the night air would tire him out enough to get some sleep.

When he reached the surface the first thing he saw where the thousands of sparkly things in the sky, and for a moment he couldn't look anywhere but skyward. When he finally looked back to earth he began walking. The night air was cool and it seemed to be having the opposite effect he wanted, it was waking him up more. He continued, however, hoping that he could at least get a little tired.

He headed towards the closest tree to the tunnels, right beneath it was a large rock that was a prime sentry location. He thought maybe once or twice around there would be good. As he walked, he continued looking at the sky, enjoying the sight above him. However, since he was looking up he was not exactly sure where he was going, and as he turned around the large rock near the trees roots, he tripped and fell over something and fell flat on his face. He let out a sharp sound of pain and embarrassment. To his surprise, as he heard similar sounds coming from whatever he had just tripped over. He sat up and turned around to see Kavie sitting up quickly, looking concerned at him.

"Oh my goodness! Leo, are you ok? What are you doing out here?"

Leo was dusting himself off, he was still a little sore and bemused. "I couldn't sleep." He knew it was a slightly lame excuse, but it was oddly enough the truth. "What about you?"

She ignored his question for some reason, asking one of her own instead. "Why can't you sleep?"

Since Leo was wanting his question answered, he was not prepared for this. He couldn't think of anything anyway. "I...really don't know."

She looked up at him. Since he didn't look hurt, she had settled herself back down to where she had been earlier, but she was still sitting instead of lying. Kavie's eyes now stared curiously, but still holding concern in them.

"Well, I mean, is there something bothering you?"

Leo thought about his father, about his failing health. He then thought about how he didn't share his brother's love for their work, and about how ever since he became an adult it seemed he had had to compromise something. But , of course, even though Kavie was his friend he hadn't talked to her in a long time, so he wasn't sure if those things were exactly right to talk about with her. Also he wasn't sure if he could say these things to her even if he had seen her more since they were younger. So he thought up the first answer he could think of.

"I don't know."

She smiled a bit at this, and shook her head. "Why is that the answer that most males give?" she said. "Do you not trust me?"

Now Leo thought he must have insulted her. To recover, he said quickly "No no, its not like that. We just haven't really seen or talked to each other in a while, and I didn't know if you would want to hear about my problems. I mean...do you?"

"Yes." she said. It sounded so obvious to her. "I know we haven't gotten to talk, but you're still my friend. Plus if I'm hoping to be matriarch, shouldn't I listen to some problems and try to help solve them as practice?"

He still wasn't so sure, he hadn't told anyone this sort of stuff. Even Max, his brother, his best friend.

She did remind him that _they_ were friends, and again there was that odd thing that made him want to just tell her anything she wanted to hear when he looked at her.

He sat down beside her and told her. Mostly about the not really wanting to dig part, since that seemed to be right at the surface of his thoughts more and more lately.

Kavie had now reverted back to how she was when he had come. She was now laying down, listening. Sometimes looking at him, sometimes at the sky.

When he finished they sat in silence. For a minute Leo thought maybe he had told her too much or something.

But then he heard her say "Leo, if you don't want to work in the tunnels, then don't."

"What?! Kavie, it's not that simple."

"Yes, it actually is. If you're not happy there, try something else, you're bound to find something that will fit."

"But, what about my family?"

"Well, don't you think they would want you to be happy? If you aren't happy now, then they should help you find something else."

"That's easier said than done. You don't know my brother. Sure my dad would be ok, and I might get Mom on board, but I would never get Max's approval."

She raised and eyebrow at him. So he corrected himself.

"Not that I need his approval. Only, he's my brother, my best friend. He loves supervising all that digging and he really loves that I'm there with him. What would he think if I told him that I didn't want to do something he loves? It would be like mocking his dream."

"No it wouldn't." Kavie said, looking strait at him now. "It would be more like you telling him you want your own dream."

Leo thought about this. He then mimicked Kavie and lay down beside her. Now he could really see the vast ocean of those sparkly things. He then remembered something. (Maybe to distract a little from his problem)

"You never told me why you were out here." Leo said. Now starting to yawn.

She looked at him with an expression he couldn't describe, and then back upward.

"When my parents died, you told me that they went up into the sky. That that's where everyone goes when they die. That night marked a few nights when I couldn't sleep, and that's when I really first noticed those things." She indicated the dots in the sky.

"I thought maybe that is where we go...where they went. I asked my grandmother and she said that is what a lot of other animals believe. So since then, I've been coming out here...to try and find which one they're on."

She sounded a bit self-conscious, but she still smiled softly. "I knew I couldn't really find it, but this became a really good place for me to think, and every once in a while I look again."

"Thanks for telling me." Leo said as he now fought to keep his eyes open.

They talked a little while more, until they both fell quiet. The last thing Leo remembered thinking was why Kavie's head was now resting on his shoulder.

* * *

"Leo, Leo wake up!"

As Leo opened his eyes he felt very confused, especially since the brightness of the day was blinding him. _This is weird_, he thought. _Why is the sun coming into the tunnels? Why does he hear Kavie's voice? _As his eyes adjusted though, he realized where he was.

He saw Kavie looking very embarrassed, sitting as far from him as possible and looking up at someone. Leo turned in the direction she was looking and saw Max looming over them.

He bolted up at that point, and as he stood up Max simply said, "You're late, come on."

Max then turned and began walking away. Leo gave a quick wave to Kavie and followed his brother, saying, "Max, I'm sorry, I..."

His brother looked away from him, his eyes closed, and a paw raised in his direction. "Neh, I **don't** wanna know."

* * *

_Author's Note: Well hello, its been a while, but I hope this chapter was worth the wait! I really like this one, and I hope you agree. If anyone has read my other fic T&P:ToC, I tried to make Leo and Kavie's re-meeting the exact (or close to exact) opposite from when Timon and Myla first met. Thanks again to the people who actually read this story! :-)_


	8. It Starts

"What happened?" Laita asked with a sideways look at Kavie. Kavie had walked up beside where Laita was looking for her food

"What happened when?" Kavie said.

"Well, you were late again this morning, so I went on to get food without you. I hope you don't mind."

Laita was always apologetic when she didn't need to be. Kavie never really understood why her best friend was like this, and she never really thought she should ask. She did try to help her be a little more open to others. She didn't want Laita to be something she wasn't, Kavie just felt that Laita had things she wanted to say and do, but kept herself from them.

"Oh, I don't mind. But you don't always have to wait for me...not that I don't appreciate it." Kavie said. This made Laita smile.

"And I am sorry I was so late again, I haven't been sleeping much these past few days."

"Something wrong?" said Laita.

"No, no. I've just been staying up a little later. That's all." Kavie couldn't help but smile a little to herself as she said this. She didn't know why she didn't want to tell Laita about seeing Leo the other night, or the past few ones. It felt kind of special, keeping it to herself. She would tell Laita later, though. It didn't need to be a secret, especially from her friend.

They searched and ate their meal with small conversations, Kavie still in thought. The sun was almost at its highest point in the sky before Kavie noticed something. Laita's facial expression was different from normal. Since Laita still wasn't comfortable talking a whole lot, Kavie had become very good at reading her best friend's face. It was one of the reasons the two had bonded so well.

No, Laita didn't look simply content like she did when it was just her and Kavie. She seemed a bit far off and her smile looked...well...a little like Kavie's did at this time. It was possible that Kavie wasn't the only one with a secret.

"Laita? Are you ok?"

At Kavie's words Laita seemed to come back from somewhere. "What? No, I'm fine." Laita said rather quickly. "Oh, I forgot. I think we're supposed to see your grandmother again today, right?"

Odd response. Kavie thought that Laita might be hiding something from her, but Kavie had not yet told Laita about why she was late this morning, so she supposed they were even for now. As for seeing her grandmother again, she didn't remember.

"I'm not quite sure. I don't remember her saying anything, but I haven't seen her since yesterday. Maybe we should go and check."

* * *

"Uh...Leo?"

Leo jerked awake suddenly, sending dirt flying everywhere. His brother brushed some off himself as he waited for him to get up and turn around.

"Yeah Max." Leo said quickly after he'd stood up and began attempting to get some of the dirt out of his eyes. "What were you saying?"

"I wasn't saying anything, _you_ were sleeping." he said. "Come on Leo, get focused! Your work's been slipping way too much lately."

Leo could tell Max was trying to keep a brotherly tone, but his displeasure at Leo's behavior was showing through his concern.

"I'm sorry Max, I'm just..."

"Tired. Yeah I know." Max interrupted. He started helping his brother clear some of the excess dirt away. "Maybe if ya stopped staying up to go talk with your female you wouldn't be so tired."

"Max..." Leo was trying to get his attention.

"At least before this started you were doing ok. Not great, but compared to now..."

"Max. I am sorry, and I'll get better, and I have. I wasn't even late this morning, that's progress." Leo said with an unsure smile.

Max seemed to accept this. "I guess so,." Max admitted, his frustration diminishing. "But you're no help to me or any of us asleep. Work on that."

With that, Max dusted himself off again and prepared to leave Leo to his work when he heard Leo say quietly, "Also, she's not _my_ female. I mean, I don't even know how much she likes me."

Max let out a sigh and turned around to face his brother again, he would not get to go back to work just yet. "Leo, can I be honest with you? I really don't know why you're even wasting your time with this, you're too young to be gettin' involved with females."

Leo raised an eyebrow. "Really?"

"Yeah. I mean, I'm probably closer to the age and I'm not even thinking about finding a mate."

"Uh, thanks Max. I'll think about that." Leo said after a reluctant pause. He watched Max leave and began working again. He understood that Max was trying to help, in his own way, but it was becoming even more clear to Leo that Max's views weren't exactly fitting him.

He was oddly short with his brother lately as well, he could only guess that it was partially due to his lack of sleep.

Whatever the reason, he didn't want to give up seeing Kavie. He felt more himself when he talked with her, somehow different than any other time. Max surely wouldn't want him to give something like that up, if he knew.

He could always work around or get used to his fewer hours of sleep.

Also, weren't their parents around his age when they met? This was the first time in his life that Leo thought Max did not know what he was talking about.

* * *

As Kavie and Laita came out of the brush, they looked out over the busseling horde of other meerkats searching for Ruth.

They saw her as she emerged from a hole in the company of Kavie's aunt Molly. Molly was doing an awful lot of talking, and Ruth looked like she was listening, even while straining to stay polite.

"..I'm just saying, that while I admire your thorough search, the perfect meerkat for the job just might be closer to home." They heard Molly saying as they came within earshot, "I mean, I just believe someone with the most experience, especilly observing your methods would be who would be needed."

As Molly was talking, Ruth noticed the two younger females and walked over to them. She then turned to Molly, who had stopped talking when Ruth stopped in front of Kavie and Laita.

"Thank you very much Molly. I do value your opinion, and will think about what you said." Molly looked offended, as if Ruth had cut her off mid-sentence.

Ruth did not seem to have noticed, though, because she then greeted Kavie and Laita with a smile.

"Well, hello girls."

"Hi Grandma, hi Aunt Molly." Kavie said. "I'm sorry, are we interrupting you?"

"No dear, I think I was done. Go ahead." said Molly, giving her own overly broad smile and glancing over at Ruth before looking back at Kavie.

Kavie flashed a quizzical look before speaking again. "Did you need to see us today, Grandma?"

"...No, I don't think so. Not today."

Kavie started to turn towards Laita but was brought back up to Ruth.

"I would like to speak to you, though, Kavie."

Kavie blinked. "What about?"

Ruth's voice dropped to a softer tone and closed in closer to her granddaughter. "Well, you have been sleeping in more as of late, and you've just seemed very tired overrall. I wanted to know if you're feeling well."

It took Kavie a second, but then she realized what Ruth was talking about. "Oh! No, no, I'm fine. I've just been staying up a little bit later, that's all."

"I don't understand. Why are you staying up late?" A parental tone was creeping into Ruth's voice.

"Kavie," Laita almost whispered right next to her. "Is it a male?"

"What?" said Ruth in suprise, she had been so close that she had heard what Laita had said.

"As a matter of fact, it is...he is. It's not really anything right now. We've just been talking at night because Leo works so much during the day."

Both Ruth and Laita brightened up when they heard Kavie. "Leo?" Ruth asked. "Mel and Ann's Leo?"

"Yes, that Leo." said Kavie. She had to hold in a suprised laugh, her grandmother's face made it seem like this was extremely big important news. Laita's smile was not unlike that too.

"It's not really a big thing, is it? I mean, I like talking to him...and I like him." Kavie said, realizing something. But then when she looked back up from the ground and only saw two faces it distracted her. "Wait Grandma, where did Aunt Molly go?"

"Ruth looked around impatiently, obviously wanting Kavie to share some more, but then that struck her as odd, too. "Hmm, I don't know, maybe to go see your uncle Lee."

* * *

Leo was very tired by the evening, he had worked twice as hard that day so that Max wouldn't say any more about his work habits the rest of the day, and thankfully he didn't. Max was even pretty normal towards him when they said goodnight to each other.

As tired as Leo was, he hid it well as he sat with Kavie in the mild night near the large sentry rock. Silence had fallen between the two. Whenever this happened between he and Kavie Leo thought back to something he had wanted to ask her on their first night's meeting. He wasn't sure what she would say, but he thought maybe it could help him.

"Kavie, why do you want to be Matriarch?"

The smile she wore when she looked up at him shrank. She looked up at the sky in the same way Leo had seen her do throughout the last few nights, then looked back at him. She seemed to be arranging her words, as if it were hard to explain with them.

"Hm, I guess just goes back to how I want to help other meerkats. I've watched my grandmother offer her help, and the others listen to her. I never had a clue as to what I wanted to do when I was younger, and when it came time to choose it was the only thing that made sense to me. It feels natural."

"So...you're not just doing it because Ruth did and your mother was going to?"

Kavie looked shocked and insulted at him. She even sat all the way up to look him straight in the eye. "Of course not, Leo. I mean, I'm sure it would make them happy to see me do what Mom wanted to do, but I'm not wanting to do it for anyone but myself. It really is my dream."

Then he watched her expression change again, and then he knew that she knew what he was really talking about.

"But I'm sure even if my dream was different, my grandmother would understand."

"Kavie, I'm pretty sure that Max and Ruth are different."

"Well, you support his dream so much, why shouldn't he return the favor?"

"I don't know. Maybe because my dream was never much. All I really ever wanted was to be like my grampa, Buzz. You know, with radical but smart ideas about not having to be afraid of predators anymore." Leo then quickly added, "I know that things didn't end well for Grampa, but maybe that was because he didn't have enough help or support or something."

Kavie stared at him for a moment. Then she gave him that odd look again. "I guess I could see why you'd think wanting to change the way the colony works isn't much of a dream."

Leo understood and smiled.

He didn't think he would ever change the colony or anything, he'd be happy if he only got the others to see what his grandfather had been trying to show them. If he could only think of a good way, one that didn't involve him meeting the same end.

Leo might have nodded off for a bit, because before he realized it Kavie had started a whole other topic.

"I told Grandma about seeing you lately today." she said.

"You hadn't yet?" Leo asked.

"No. I don't really know why. But she did notice that I've been more tired recently, and I just explained. Laita and my aunt Molly were there, too."

Leo felt uneasy. He wasn't sure what she thought about their friendship.

"Um, what did you explain?" Leo asked in a tone that sounded like he felt.

To his surprise, Kavie's tone actually seemed to match his when she answered, with a glance over to him. "Just..that I am really enjoying the time we're spending together, and that I like you."

"You really do?" Leo asked. He felt elated, but he wanted to make sure that she meant what he thought.

She nodded, and his smile widened. "Oh, wait! I really like you, too." he said.

What a lame way to say it. If he had waited, Leo thought he could have said something way better. She hugged him anyway, though. He didn't know why (like so many things in his life it seemed) that as she hugged him, he felt that this was an important moment.

* * *

At that same time, a figure slipped out from the opposite side of the rock. Leo and Kavie didn't hear as Molly climbed through the darkness and down the nearest tunnel hole.

* * *

_Author's Note: Sorry for the delay, this chapter went through some major rennovations, although I think it's still a little slow. I'm really suprised and excited to be getting to the next chapter, when things really get interesting! (I think, anyway). _

_Thank you guys again for reading, and comments are still appreciated. :-) Hope everyone is enjoying the last part of summer, some of you are going back to school, but don't be sad, school isn't all that bad, right?_


	9. Leo, Grandson of Buzz

Max continued his rounds to the tunnels under construction as usual, trying to make it look like nothing was wrong. He continued to check back at the place that Leo was supposed to be. He still wasn't there. He hadn't been in the burrow when Max woke up and he hadn't shown up to work all day.

Max passed by Scruffy as he was pulling a rock out of the dirt.

"Scruffy, have ya seen Leo?" Max asked.

Scruffy turned around, now holding the heavy rock. "Uh..no Max. Why?"

Max didn't answer him, but finished walking past him. He thought maybe someone up top had seen him. Or, who knows? Maybe Leo'd be up there.  
Max poked his head out...no Leo. There weren't as many meerkats out as usual, and he spotted that quiet friend of Kavie's going by close to him and he called to her.

"Hey uh..." Max paused. What was her name? "...Laila!"

"Laila" saw him and he motioned for her to come over. She looked very surprised and nervous, but maybe she always looked like that. Max didn't notice, he was too preoccupied with finding his brother.

When she got close enough he asked, "Have you seen Leo? 'Cause I know he spends a lot of time with Kavie and..." but the female started shaking her head before he had even finished.  
"...Oh, well...if ya see him, tell him I'm looking for him." Just before he went back down he added, "Thanks anyway." His mother always told him to be polite to females, and even though he was in a hurry he  
wanted to uphold that. Plus by the look she had on her face Max thought he'd scared the poor girl.

He made his way back to where his father was working. They had to keep going, even if Leo wasn't there._ I just don't understand him anymore_, he thought as he began helping Mel with his digging. _first he comes late and falls asleep, now he's not coming altogether. Where are his  
priorities?  
_

"Any luck finding him?" Mel said as he collapsed, out of breath.

Max rushed over to Mel but he waved his son away. "I'm ok, I just need a second." he said. "So?"

"Nah, couldn't find him. This is getting to be a problem." Max was regaining his frustration at Leo now that his dad had stood back up.

"What problem?"

"Leo's behavior, Dad. He's got a responsibility to this project, to the whole colony. He needs to be here."

"Yeah, Max. I agree that he needs to be more responsible, but I can't really be mad at him. It was the same way with your mother and I. We took every available opportunity to see each other. Things calmed down  
later on though, we each went back to our duties. Of course that was  
around the time when we became mates. What I'm trying to say is that, he'll be back. He just needs time."

"Well, I guess you're right."

"Of course I'm right. I'm your dad. Dads' are always right." He  
chuckled a little as they continued digging.

"I'm just glad to hear that soon everything will be back to normal."

Mel shook his head. "I didn't say that. No, if anything things'll change even more now." Mel added. Then he gave a thoughtful little  
laugh. "Your brother and a possible mate, heh, shows how much you boys  
have grown up."

"Heh, yeah." Max agreed half-heartedly. He didn't understand why, but what his father said made him feel uneasy. He thought maybe he should have another talk with Leo.

* * *

Leo sat at the base of the sentry rock,almost between the rock and the tree that rested beside it. He had pretended to go in when Kavie did, but had snuck back to think. Something important was on his mind, and before he knew it the sun had risen.

A beetle crawled cautiously across the ground near him and he watched it make its progress. It was not until the beetle was far out of reach that he realized how hungry he was. He knew he should go. He would be in enough trouble already. He was getting up to leave when he saw another meerkat hop up onto the rock. A meerkat he had not seen for quite some time.

"Joey?"

The meerkat looked down at him curiously. "Hey Leo!"

Leo got up onto the rock as well and the two old friends greeted each other excitedly.

"Haven't seen you around in a while, where've you been?" Joey asked.

"In the tunnels." Leo answered. He tried not to sound regretful. "How about you Joey? A sentry, I guess?"

"Yeah, I'm actually on duty right now...and its "Joe" now."

"Oh, I'm sorry. If you need me to leave..."

"Nah, you're fine. Maybe just step off the rock, but I can still talk. Don't be offended if it doesn't look like I'm listening, though." Joe  
said as he looked around.

As Leo got back off the rock he said. "Joe, huh?"

Joe stood up on his toes and tail, swiveling his head around. Leo saw a little smirk across his face. "Yeah, I thought "Joey" was more of a pup thing. Plus Sky seems to like it."

"Sky?"

"My mate." Joe said looking back down at Leo for the briefest moment.

"You have a mate? Already?"

"Sure, why not? We're not too young, and it felt right."

"But...didn't anyone say anything to you two?"

Joe did little sniffing and flinching. "Sure, but we didn't listen. At some point in your

life you have to start making your own decisions and not let others influence them."

Leo tilted his head in confusion. Was this concept something everyone knew but him? "But whether you listened or not, others said things."

"Well, everyone has an opinion Leo." He looked down at his friend again. "Are we still talking about me and Sky? Something up?"

Whoa, since when was Joe so insightful? He seemed to have changed some too. He even seemed more mature, something Leo thought would never happen to Joey. But Leo guessed that was just part of growing up.

"No, no." He said quickly to Joe. Then he changed the subject. "So, how do you like being a sentry?"

"Love it, can't you tell?" Joe said. "Seriously, I am in my element up here. Although there are some drawbacks. You can't even imagine the pressure. I'm in charge of keeping everybody safe. I'm the one thing  
that could keep someone from getting eaten or mauled."

"Doesn't it ever get to you?" Leo asked.

Joe looked behind him. "No. Well, not a lot. Sky thinks I should take a break every so often, but I'm the best sentry we've got. Literally, some of the other sentries are calling me "Iron Joe" because of my solid composure."

"Good for you, Joe." Leo said. A thought then sparked into his mind.  
"Do you think I could do it?"

Joe started to laugh but then caught himself when he saw Leo's face. "Sorry Leo, but I don't know if you'd be able to. I mean, you've got to really pay attention."

Leo took this as a bit of an insult, then he saw Joe tense up as his eyes went skyward.

"Like now." Joe said to Leo, still unmoving. "There's a hawk flying out over the grassland. He's not too close, but hawks are very quick, and he could get over here faster than it could take you to run back into the nearest hole."

Leo looked up and saw the hawk. It didn't look too close, in fact it seemed to be flying in the opposite direction of them, but Leo  
understood Joe had to be cautious.

"See? If something like that went unnoticed, we could all be in real danger." Joe said to Leo as he continued to watch the hawk so it didn't turn around.

Leo then heard something faint in the grass beside them. He disregarded it until he though he heard it again. Was it getting  
closer?

"Joe." He tried to get his friend's attention.

"Leo, I still have to watch this hawk, give me a minute."

Out of the corner of his eye he saw the grass stir, and a bird take flight. "Joe..." He said a little more urgently.

He then heard another nose, and saw a tuft of gray fur for the briefest  
second. "Joe, I really think you should look out toward the grass."

Joe looked down at him exasperatedly. "Why?"  
Then he heard it too.

"I saw something over there, is it a hyena?" Leo asked, fear finally  
setting in.

Joe sniffed the air. "Definitely, and there can't be just one. Go warn everyone, but do it very discreetly." He began speaking softer and slower. "We...don't...want...anyone...to panic."

Leo gave an oddly cartoony gulp and backed towards the colony. He was about to do what Joe told him when his mind went to his grandfather. This could be his chance, his chance to do what his grandfather tried to do. He was scared almost to the point where he couldn't breathe, but still he couldn't pass up this opportunity. Something inside of him  
told him he should. So quickly...before he could change his mind he  
said "No, you warn them, it's your job. I gotta go." and ran off towards the grass.

On the way he grabbed the biggest, sharpest stick he could find, and quietly slipped into the golden grass.

He thought he heard Joe whisper "Leo!" but then he heard "EVERYONE BACK DOWN INTO THE HOLES! NOW! QUICK!"

That was Joe's idea of discreet? Yelling at the top of his lungs? He didn't have a second thought to spare on Joe after that, however, because he was now sneaking up on the closest hyena.

He didn't know how many there where, but he could now see the foot of the closest one. He paused, only inches away from the hyena's leg, he had now stopped breathing entirely, for fear it could hear him. He was  
now afraid his pounding heart would give him away.  
He closed his eyes, his father, Kavie, and his grandfather all sped through his mind as he jammed the stick as hard as he could into the hyena's ankle.

It did not go in very far, but it caused the hyena to give a small yelp, and Leo thought he would pass out as it turned its

head down to inspect its leg. Once its face was in view he jammed the stick again, this time when it made contact. Blood shot out onto the stick and grass nearby and the hyena screamed. "GAH!! Something got me! Oh, it hurts! It could've blinded me!"

Leo watched as two more hyenas came to the first. "What's wrong now, Fred?"

"I'm hurt and bleeding!"

"Lemme see." One of the others inspected the wound on Fred's face. "Ah, you'll live. Now whaddya think attacked you?"

"Probably just a stray piece of grass!" Laughed the other hyena. The other two then began laughing at Fred.

"No, I'm telling you! Something attacked me!"

"Oh, you're such a wimp." said one of the others, still laughing a bit. "Why don't you just go crying to Shanti about it?"

"Yeah, and we can watch her beat you up for disturbing her with your whining." said the other of the three."Come on Banny, meerkats!"

"Nah, I'm not in the mood, anymore." said Banny, looking over at Fred. "Whiny-butt here's killed my appetite." Then the other two trotted off away from the colony and cackled with Fred trailing behind calling to  
them. "Hey, come on, guys! I am not whiny! Even if I was...I'm hurt! So I should have the right to!"

As they left Leo almost felt like laughing himself, but his terror kept the impulse pushed way down. He couldn't believe it. He had  
actually chased the hyenas away! Well, not chased, but he'd managed to get them to leave anyway.

He disposed of the blood-drenched stick and walked slowly back through the grass. He was standing by the rock in the exact same place he had been earlier.

Joe was the first to come out of the tunnels. He saw Leo and looked surprised and relieved. "Leo! Oh for a second there I thought you'd actuallygone _towards_ the hyenas! Phew!"

Once he'd gotten up to Leo he slapped him on the back. "Wow, Leo. I can't believe you noticed them before I did! You could definitely be a sentry!"

"Thanks Joe." said Leo.

Leo's mind was alive with thoughts. The conversation he and Joe had before the hyenas, then the hyenas themselves, both things made him sure of what he had to do next.

"I gotta go now, bye Joe."

"...Ok, bye Leo. But try and come back tomorrow, we'll see if we can get you on duty soon!" Joe called as Leo left the sentry rock.

Leo turned back to wave to Joe and fell over something. When he sat up he noticed that it was Kavie's uncle Lee.

"Oh, I'm sorry." Leo said as he helped Lee up. "Are you ok?"

"Uh...yes I'm fine." Lee said quickly, and without saying anything else quickly vanished down the closest tunnel hole.

* * *

"It's alright, we've been given the all-clear." said Ruth. "Ann, would you get the message out?"

"Yes, ma'm." Ann answered and left. The scare had been so short that Ruth had not managed to get to the main burrow to make sure everyone was underground, but it was such a hot day she hoped that most everyone  
had already been there.

"I hope everyone is alright." Kavie said, looking up towards the ceiling of the tunnel they were in.

"I do too. I don't think too many meerkats were up there, but I'll need to speak with the sentries to be sure." Ruth said. She then gave her granddaughter a thoughtful smile, and said, "Kavie, I need to speak with you."

She led Kavie to a small empty burrow and waited until they had both sat down before speaking again.

"Kavie, you have grown up so much, into such a lovely meerkat. I know that your parents would be so proud, especially today.  
I have chosen you, Kavie, as my successor."

Kavie was stunned. "Wha...are you sure?"

Her grandmother chuckled. "Yes, I am quite sure."

"But...I mean, am I really the best candidate?"

"Believe me, Kavie. I thought long and hard about this, I have closely watched every female that showed interest. You have the right  
disposition, and the right view of what is important and right for the colony." She placed her paw on Kavie's. "You care, and that caring is what will make you a great matriarch."

Kavie felt uncertain. She wanted to take the position but she still wasn't sure Ruth had made the right decision. She smiled broadly, though. "If your absolutely sure."

"It's my final decision." Ruth said assuredly.

"Then I promise I won't let you down." Kavie said, brightening up and hugging her grandmother.

"I know you won't, Dear."

They heard the faint sounds of someone scurrying past the burrow.

"I'll make the announcement officially soon." Ruth said, continuing to grin at Kavie.

"Would you mind if I told Leo?" Kavie asked her. "And Laita too?"

"Not at all. I would ask that you not tell anyone else until I've announced it, alright?"

"Alright." she said, and hugged her grandmother once more before rushing off to find Leo and Laita.

* * *

It was now late afternoon, Max was going to go past Leo's appointed spot one last time. If he wasn't there this time he would just have to corner him when he got home.

To his surprise Leo was there this time, pausing from his digging to set up a support beam, looking like he had not been gone all day.

When he spotted Max Leo gave a kind of nod and greeted him casually. "Hey Max."

"Cut the act, Leo. I know you've been gone all day. You didn't even tell me this time." He was trying to keep his voice calm, but still disapproving.

Leo kept working as he spoke, subconsciously thinking that this would be better than just standing there. "I'm sorry. I didn't think I would be gone very long. I just got held up."

"Yeah, held up with Kavie."

"I was looking for her, yes. I got held up because I saw my friend Joe."

"Oh, well I'm glad you had a lovely little visit while everyone else was working." Max said, sarcasm was very apparent in this last  
sentence. "Leo, I'm sorry to keep on ya about this, but I think this is a real problem. I think you're losing sight of what's important."

"Actually, I think I've finally found it." Leo said it before he even thought about it. Now he was wondering if he should have said

anything at all.

What he said did make Max look at him curiously. "...Why exactly were you looking for Kavie?"

Yup. He knew Max was going to ask this, possibly from the moment he came over. He supposed he better tell him now. Leo wondered how he would react. "I was going to ask her to be my mate."

"What!? That's the craziest thing I've ever heard!"

"Why's that?" Leo asked defensively.

"Because you are way too young! You're a kid! You're not even reliable enough to come to work on time anymore! How can you take care of a mate?"

This was exactly the way he thought it would go, and yet he was still angry at his reaction. "I am not a kid, and we'd do just fine!"

"Oh, come on, Leo! Have you even thought about this?"

"Yes, Max, I have. Very long and hard." He didn't like being angry with Max, but this was the first time he was not going to

agree with his brother. "This was my decision. I don't even know why you're being this way, you're not Dad!"

Max was shocked. Leo had never talked to him like this before. What was making him? Was this really _that_ important to him?

"I know I'm not Dad, but I am your older brother. Plus I thought we were friends."

Max's voice had dropped, so Leo lowered his too. "We are. That's kind of why I thought you'd be happy for me."

"I am." There was that uneasiness again. Max still didn't know what it was. He was happy for Leo, yet that feeling continued to squirm. "I'm just concerned. I wanna make sure you're ok."

Leo looked at his brother with a kind of thankful smile. "I'll be ok." he said.

Max nodded, then fought to give Leo a returning smile. "Did ya find her?"

"Yeah, and she's said yes."

Max watched Leo turn back to work, he obviously was done talking for now. Max thought about what Leo said as he turned around to leave, but all that kept coming up in his mind was, _Great, now everything's going  
to be different...juust great._

* * *

While Max was heading towards Leo, another meerkat was walking purposefully towards her own tiny burrow.

She entered and found her mate half-asleep, then jerked him awake before sitting down. She was clearly not in the best mood.

Her groggy mate looked blearily at her as he sat up. "What's wrong, Molly?"

Molly gave him a piercing look. This was probably not a very good question to ask her. However, Molly rolled her eyes and began to rant.

"Ruth has chosen little miss Kavie to be matriarch!" She cringed at the mention of her niece. "I knew she was going to pick her! She _knew _how much I wanted it, and she still chose Kavie! You'd think all those talks I had with her were for nothing!"

Her mate tried to say something, but when Molly noticed she merely said, "Lee, still talking here! I thought she was going to look at all the females and pick the best one, not just pick her precious granddaughter!"

Lee tried again. "Well, maybe..." But Molly shot him a look and he was silent again.

""Maybe she _was_ the best one?" Is that what you were going to say? Ha! So not! I am ten times more qualified! Plus I'm older! Well, not that much older, but still, more mature!"

"Yes, you are older." Lee spoke up, trying to agree with her. This did not help her somehow. She rubbed her temples as if she were having a migraine.

"Ugh. It is just so unfair! She's even got a mate lined up now, too! I got to overhear that as well! It's that Leo boy." she said that last

part dismissively.

Lee perked up at hearing this. "Hey Molly, I saw him earlier today."

"So?" Molly said, annoyed.

"Well, it was before the predator scare, I saw him talking to the sentry on that rock, and then when I came back up he was coming out of the grass. It was kind of weird."

Molly was still rubbing her head, but then she looked up. "Wait, why was he coming out of the grass? Wouldn't that be where the predators are?"

"Maybe." Lee said. "Maybe he was running from them."

"Or...maybe he was trying to chase them away." The wheels in Molly's head were now turning. She jumped up and stared at her mate. "Lee, Leo's the grandson of that Buzz guy, right? The loon that fought some hyenas and got killed and now half the colony thinks is a hero?"

"Uh...yeah."

Molly was silent for a moment. Thoughts began filling her mind and she smiled as an idea was forming in her mind, all the pieces coming together.

"Yes...it might work." she mumbled to herself.

"What?" Lee asked. He was very confused.

"Quiet! I need to think!"

Lee waited. He was never asked to give Molly time to think before. He watched her, it was hard to tell what she was thinking.

He waited for a long, long while and even had almost gone back to sleep before she spoke again. "It's brilliant."

"What?" Lee asked again.

"This is the perfect plan to get me to be matriarch!" She smiled confidently, and Lee leaned in.

"Now, there's noway to change _your mother's _mind," she said the words "your mother's" with a fair amount of contempt. "But there still is a way to force her to change it."

"Um...how?"

"I'm telling you how if you'll be patient! Honestly, Lee. But I shouldn't be too harsh on you, my dear Lee. After all, it was your

information that led me to my plan. Anyway, if what you say is true, then it is possible that little Leo is following his crazy

grandfather's teachings. Interesting, isn't it, that this is whom our Kavie wants for a mate?"

"Uh..." Lee didn't understand, but he didn't want to admit it or he'd be yelled at again.

"I'm not sure very many meerkats would like the idea of our future matriarch with someone who is following the ideas of a lunatic,

especially if he starts suggesting things. What if he suggest to her that all the sentries should start fending off hyenas and such, instead of just alerting everyone? Think how many lives would be lost! No, the other meerkats would **not** like that at all." She smiled even more broadly.

Lee raised an eyebrow. "But, would Leo actually do that?" he asked.

Oh, I don't know! Probably not! You're missing the point!" she said. "If we just _tell_ everyone that and spread it around some, it would

probably get enough of the others to start questioning Ruth's choice! They'll start demanding she appoint someone else, and who do you think they will pick?"

"...You?"

"Of course me!"

"Wow, and you thought up all that just now?" Lee sounded genuinely impressed. Molly seemed to take this as an insult, though.

"What do you mean? I can't think up something like this? It should take me longer, or something? Are you saying I'm stupid?!"

"No! No! I wasn't saying that at all, Molly!" He was trying to backtrack. "You're not stupid."

"You're darned right I'm not! Oh yeah! I feel good about this, Lee. We can even start on it tomorrow." She was smiling to herself now, and leaned back with her arms behind her head.

"We?"

"Uh, yeah. You're going to help me."

Lee wasn't sure about this.Spreading things like that about his only niece and her mate just so Molly could be matriarch? There had to be some kind of line there. What would his mother think about this?

"But...maybe..."

"But?" Molly said, sitting up again. "Are you questioning me? You don't want to help me?"

Lee didn't know what to say here, he just stared, wide-eyed at her.

"You don't want to help your mate?" Molly's voice had gone down to a guilt-spouting purr. "You don't want to help her get what she really, really wants?" She scooted up next to him, and looked in his eyes.

"Don't you love me?" She grasped his paw and batted her eyes.

"Of course I love you."

"Then, you'll help me get what I want?" she said as she leaned in closer and brushed the fur on his head with her other paw.

Lee was getting a little nervous now, his heart was going faster. It was getting really hard to think about Kavie and his mom, or even

anything when Molly was this close to him.

"Yes." he found himself agreeing to her. He always seemed to.

"Good!" She said with an excited squeak. Then she immediately jumped up and went to the opposite side of the

burrow. "Well, it's getting late and I am so very tired. Goodnight, Lee dear!" She said with a

smile and laid down with her back facing him.

Lee didn't know what to do now but to go to sleep too. So he laid down as well, still wondering how in the world she did that.

* * *

_Author's Notes: Oh...we're getting to the fun stuff now! And by fun, I mean interesting...not nessacarily good._

_Thanks again to the nice people who review. Most of them are good friends. Hope you're still enjoying this story. This chapter's a lot busier than others, and they are just gonna get busier, I think! _

_I'm already hard at work on the next few chapters, but I have recently been suckered into playing Kingdom Hearts 2, so that might eat up some time. (especially when I finally get to the Lion King and Mulan worlds!)_

_Hope everyone has had a great summer, and that you all have an awesome fall!_


	10. A Family & a Colony

Ruth wearily sat herself down on one of the roots of the large tree by the sentry rock. The day had been very long and it was pretty taxing for her. It was the first time in a while she felt her age.

"I think we're pretty much done for the day. Ann, I think you can go now."

Ann looked caringly at her. "Are you sure you don't need some help getting to your burrow?" she asked.

The elder female shook her head. "Kavie will be coming along soon, and she can help me if I need it. Go ahead and spend some time with Mel and your sons."

Ann nodded. She appreciated Ruth letting her leave. Ever since Leo had told her about becoming mates with Kavie, she had suddenly realized just how old her sons were. She had then begun taking every opportunity to get the family to spend time together. She knew Ruth had gone through this before, and wanted so badly to ask her about it, but she thought that it would bring back too many memories for her friend and matriarch.

As Ruth sat and Ann lingered, she seemed to guess what Ann was thinking about.

"It goes by fast, doesn't it?" she said with a smile.

"Oh, yes." said Ann. "I can barely believe that they're really all grown up."

"It's harder, I suppose, because you'll only have one of them living with you, and it's only a matter of time before Max finds someone, too."

Ann looked down for a while, then up at Ruth. "We don't have to talk about this if you don't want, I can go ahead and leave."

"It's alright. I think it might even do me some good." Ruth smiled as she thought about her daughter. The pain she felt wasn't as strong as it had been, but that small ache was still there, that would never fade entirely.

"Clea left first, I hope you remember. The first time I saw her with Bami I knew she was gone. The first few nights were the hardest. I still had Lee, and he helped a great deal. Then when he left I was alone for the first time. It was the first time I had actually felt alone, since for a meerkat "alone" is something you rarely ever are."

Ruth sighed and Ann nodded again.

"It gets easier though, I promise." she said to Ann to reassure her. "You remember that even though they don't live with you anymore, that doesn't mean they're out of your life. Plus you have Mel with you, and that has to help. If Ben had still been with me I think it would have been much easier, especially when..."

They had reached it, the part Ann was so reluctant to talk about. She wondered if Ruth still thought about them. There probably wasn't a day she wouldn't think about them, with Kavie living with her.

She touched the elder's shoulder. "Thank you, Ruth." Hearing about it from someone who had been where she was made her feel so much better.

The light grew dimmer as the two females enjoyed the quiet for a moment. Ann was preparing herself to leave when she remembered something she had heard.

"Ruth, I'm sorry but I just remembered, I've been hearing some things in the tunnels and I wanted to know if they where true."

"What sort of things?"

"Well, I didn't get to hear much. There was a small group I passed by, and the only thing I heard was something about Kavie. Have you chosen her as matriarch?"

Ruth's face was unreadable. "You shouldn't believe everything you hear." she said, then she smiled. "That however, is true."

"Were you wanting anyone to know?"

"I had hoped that I could make an announcement soon. It makes little difference, really , if some have found out. I just wonder how it got out, I asked Kavie not to tell anyone but Leo and Laita. I know they wouldn't tell...it just makes me wonder."

It made Ann begin to wonder too, but then they both realized that the sun had all but set and they said their goodbyes. Ann passed Kavie on the way to the tunnels. She had heard some other things as well, but she didn't want to talk with Ruth about them. Leo was who she needed to see, she hoped they all would still be up.

* * *

The family of four all grouped together in the burrow that Mel and Ann slept in. It was larger than Max and Leo's, so it accommodated them a lot better. The four of them could all sit comfortably with a fair bit of distance between them.

It was the first time they had all been together in a while. Ann couldn't help but sit and enjoy this. It was only when she noticed their expectant looks that she remembered that she had called them here.

"Um, Ann?" Mel asked. "Is...there anything wrong?"

"No." she said quickly. "Well, I'm not sure. I actually needed to speak with Leo."

"Then why make us come, too?" Max said, in a tone he greatly regretted when he saw the look on his mother's face. "Sorry, I meant, 'then why are we here as well?'"

"For one, I think we should really be together more, since your brother soon won't be living with us." She smiled at Leo.

"It's not for a week, Mom." Leo said.

"Yeah, a whole week." said Max. "And you're not allowed to see Kavie this whole week, huh? Such a sacrifice."

Ann shot her eldest son another look. "Max, _please_." She didn't know what had gotten into Max lately, but she continued. "I also wanted you here because I wanted to know if you had heard any of this as well, so that maybe Leo could explain for all of us."

"Explain what?" Leo asked.

"Well, Honey, Lately I've been hearing things...rumors...about you."

"Me?"

"Yes, and Kavie too, but since I've started hearing them I've learned that the thing about Kavie is true. So that made me wonder..."

"I think I know what you're talking about, Ann." Mel said. "I think I'd like to know too."

"What exactly are you talking about?"

Ann paused for a moment, then recounted. "A few days ago, you stopped and talked with your old friend Joe, the sentry. Then Joe announced a predator attack, and everyone hid. Then after a while when nothing happened, meerkats began to come back up, and one of them said they saw you coming out of the very spot that Joe had seen the hyenas that where coming."

The three males listened to her, and then his family all turned to look at Leo.

Leo looked a little guilty, but he didn't feel it completely. "Who saw me?"

"It's true, then?" Mel asked.

"Mom, do you know who saw me? I know it wasn't Joe, he thought I went down like everyone else then met back with him when he gave the all-clear."

Ann just stared at Leo. She couldn't believe it. "...No, I don't know who saw you, but it's getting around fairly quickly."

"So it's true?" Mel asked in a different way.

Leo didn't exactly know why he had kept his encounter with the hyenas a secret. Maybe because it seemed a little too good to be true, or it might have been that worried-mother expression his mom was giving him right now. She looked like she was about to cry. Either way, there was no point now keeping it from his family.

"Yeah, it's true."

"What did you do, son?" Mel asked, with a completely different look on his face than his mate. He seemed alert, almost excited.

"I kind of...scared the hyenas away."

"How?"

"I guess "scared" isn't really the right word. I just sort of got them to leave. I found a stick and tried to hit one of them to get them to leave. Lame, I know. I stuck the stick in one of their legs, and then I got the same one near his eye. He wasn't hurt very badly, but to my amazement they left, and they haven't even been back since."

Ann, Mel, and Max all continued to stare at Leo, each of them now all in a different way. Ann looked somehow hurt, Mel looked overjoyed, and Max looked stony. Leo wasn't sure what he was thinking.

"Leo, this means you're a hero!" his father said. It seemed all he could do not to rush over to his son and hug him. "You did it! You did what Dad always wanted, he would have been so proud of you! Heck, _I'm_ so proud of you!"

Leo smiled slowly, feeling relieved.

"So, what are you gonna do if they come back?"

"He's not going to do anything!" Ann said. She sounded angry, with a touch of that pain Leo had sensed earlier. "If they come back, Leo is going to hide like everyone else."

"He can't do that! Now that he's done it, he's gotta keep protecting everyone, so they can all be safe."

"But _he_ could get killed doing it!" Ann was now turned towards Mel. "He's just a pup!"

"He's an adult, Dear." Mel was turned toward her as well; it was now as if their boys were not present. "In a week he'll be someone's mate. He can make his own decisions!"

Leo felt awkward. He didn't want to interrupt the fight. He did need to inform them about those decisions his father had just mentioned, though.

"Mom! Dad!" He got their attention; they both looked back at him. "I'm not gonna say that it wasn't extremely scary doing that, but it was also so thrilling! I didn't know you could feel like that! That's why I'm gonna try to be a sentry. I mean, it's not what Grampa did, but it's as close as meerkat society will allow." He turned to his father. "Dad, I know Grampa would have wanted me to show everyone how to defend themselves, but for some reason they just don't want it. So I'll just do the next best thing. I'll warn them of danger. Then...I could maybe try and ward them off while everyone is underground."

"That is very well thought out, Leo!" Mel said. "I think I'm more impressed than I was before. Y'know what? I'm gonna help you!"

"Oh, no you're not!" Ann yelled at Mel. "This has gone far enough! It is too dangerous for _him_, what makes you think you can do it too?"

"But Mom, _you_ were a sentry." Leo said.

"Yes, but I was a regular sentry! Not the kind you're talking about! Leo, you don't know. Being a sentry is difficult enough, there is a lot of pressure, but instead of just warning and running you actually want to ward them off! I just can't take this, and why are you encouraging him?" she said the last part to Mel.

Leo reached out to touch his mother's paw. She turned back to him and he looked right into her eyes. He saw the stains of the few tears that had escaped. He sighed. "Mom, I know you're scared for me. I know this is dangerous stuff I'm going to do, but this is what I _want_ to do. Nothing bad is going to happen to me, ok? I promise."

Her lip quivered, and then she hugged him. As she hugged him, Leo could feel her shaking a bit. He didn't know if it was from anger or fear, but he hugged his mother back. He wanted her to know that he was going to be fine, that she didn't need to worry this much, because then he'd start worrying about her worrying. She could make herself sick.

Mel put a paw on both Ann's and Leo's shoulders, and joined in the hug for a moment. He then said, much calmer "Well, that was certainly a family meeting for the record." He smiled at them. "How about we try and get some sleep now?"

It took a little while for Mel to pry Ann off of her youngest son, but he managed it and steered her towards their little nest bed.

With one last look at his parents, Leo headed for the burrow he and Max shared, Max followed.

Max hadn't said a word this whole time; he just looked down, his face stony.

It wasn't until they were in the privacy of their burrow that Max said anything to Leo.

"What are you doing, Leo?"

The question caught him off guard. Leo was just about to lie down. "What?"

"What are you doing? Why are you doing this...this...Grampa sentry thing? What exactly are you trying to prove?"

Leo turned to face his brother. Max was facing him, though resolutely not looking at him. "I'm not trying to prove anything, Max. This is just what I wanna do."

"Don't give me that, Leo."

"What is your problem, Max?" He had been like this for a while. It happened slowly, gradually, since he had told Max about himself and Kavie. Max still wasn't looking at him. Leo wanted him to, but at the same time, feared what he'd see.

Then all of a sudden it was like Max was staring him down. There was something in his eyes that seemed different; it seemed to match his tone. It looked like...disdain.

"My prob..my problem? My problem is that I don't even know my brother anymore! Why didn't you tell me you were quitting the tunnels? Why didn't you tell any of us until now about this little hyena thing?! A stupid stunt like that could have gotten you killed!"

"How is it stupid if it's something that Grampa dreamed about? This is something that I really want to do!"

"No, you're gonna keep working the tunnels with me and Dad. Then Mom won't have to flip out like she did tonight."

"Max, I don't want to work in the tunnels!" For the briefest moment Leo felt a weight lift from his shoulders.

"See? You're completely different! Why do you want to pull this family apart?!"

"Why do I **wha**!?" Leo said, shocked. "Is _that_ what you think I'm doing? How can you say something like that?! Max, I'm not doing that, I would never want to do that! This is my dream! I thought our whole family believed in Grampa Buzz."

"No, just you and Dad. Mom never did. It took me a while to realize it, but she's right! Leo, Grampa wasn't a hero. He just had ideas too big for him and got killed and eaten! He is not someone you should emulate!"

Leo searched Max's face, he couldn't believe what he was hearing from his brother.

"Do ya know what they are saying about you? Yeah, we've all heard it. I can't believe you haven't. They're saying that you're just like Buzz. That you're crazy, unstable, and that you've got the same ideals as him. They also say that you're going to get Kavie to make all the sentries fight against hyenas and other predators, and that you'll put all of them in danger just so you can do what he wanted!"

Leo was dumbfounded. "You don't honestly believe that, do you?"

"I don't know, Leo." Max said. "If this dream of yours is so important, then why keep it a secret?"

"It's not because I want to do _that_! It's the exact opposite! If everyone knew that Kavie, the future matriarch's mate was fighting off predators that is _just_ the thing that they'd begin thinking! Max, I would never influence Kavie's decisions! Her job is to help everyone, and it's strictly hers. Just because I'm her mate doesn't mean that I can make suggestions and she'll automatically take them! I want to keep it secret for _her_ sake!"

"Oh, of course! It's always about Kavie now, isn't it?"

"Max, what is it that you have against her?"

"I've got nothing against her! I just hate the change in you that came along with her! Now you wanna go against nature!"

"Change _is_ nature, Max! What I want to do can save so many lives, and help so many too. Why can't you see that? And Kavie...I love Kavie, and I'm completely sorry that you've never had someone like her! It's almost like...you don't want me to be happy."

He then saw Max's stone expression crack. "It's not _that_. It's..."

"It's just that you can't see that I can be happy doing things differently from you. Admit it, you want me to follow you into everything! You don't want things to change!"

The stone face came back in full force. Leo noticed, and stopped yelling. He adopted a tone similar to the one he'd used just a little while ago with their mother. "You think I wouldn't want things to stay the same? I know how hard it is, but you've just gotta embrace it! It's better than hiding away and pretending that nothing's going on. Now matter what, we're still brothers, right?"

Max stayed silent, he was now glancing away again, his face motionless. All hope of reconciling was dashed in that moment.

"You're too proud for your own good, Max." Leo said. Then he turned and left.

Max did not look at Leo as he left; he merely lay down on his nest, his back facing the entrance.

"And you're too naïve for yours."

* * *

The brothers did not speak to each other the entire next day, or the day after that. It continued on and soon their parents were becoming worried that their sons would never speak again.

Leo wasn't sure. That night he had stormed out and gone topside to think, under the stars was still the best place for him to do that. He still couldn't believe the things Max had said, and he wasn't sure he was ready to forgive just yet. But he wasn't angry at Max...it was odd. He would rather talk to his brother, so maybe he could understand why Max said what he said. Maybe there was more to it than Leo thought...or maybe it's exactly what he thought.

A week had almost gone by and Leo had not gotten his chance. Max was always conveniently missing when Leo woke up, and he was always asleep when he came home. There was no way to talk to him during the day anymore, since Leo was now working as a sentry.

It was now the day that Leo could see Kavie again, and when Leo awoke he was surprised to see that Max was still sleeping. Obviously his parents wanted Max to be there when he and Kavie became mates.

Suddenly their mother came in to wake them, and suddenly it was like they were pups again.

"Come on, you two! You have to get up now! I've already let you sleep in!"

Leo sat up and watched Max slowly roll over.

"I'm glad you're already up Leo. We need to get a move on!" Ann then turned from Leo to Max. "Max, I know you're tired, but this is for your brother, now get up."

Max grunted and sat up. Then, without looking at Leo, stood up and left, Ann then followed. Well, if Max was going to be that way, Leo thought, he could be just as immature.

Since Ruth had become matriarch, she had changed many things. She had done away with many traditions that other meerkat colonies adhere strictly to. There was one small custom that Ruth made sure stayed the same, though.

It couldn't be called a "ceremony" really; it was much too small for that. Leo and Kavie merely stood in front of Ruth, and Leo promised that he would always take care of her, then Kavie walked around him in a circle, then Leo crushed a hollow piece of a branch with his foot. That was it. As time went by Leo knew he wouldn't remember much of it, even if it was so short. He also knew that he would never forget how he felt. No matter what was going on with himself and his brother, Leo felt at that moment that somehow, everything would turn out alright.

* * *

The next few weeks went by and Leo and Kavie settled into what was becoming a pretty pleasant life. Leo felt that things were really turning around. He loved being a sentry, and his little addition to the job had not been found out yet. There actually had not been a hyena sighting in a while

As Leo was settling into his new groove, Kavie was preparing to take over for Ruth once her grandmother made the announcement, which she told them one night would be soon.

Something was happening, though, that was marring Leo's complete happiness.

Joe found him one day after Leo's shift on the sentry rock. They had become much closer, especially since Max and Leo still weren't speaking. Even though he was more mature, Joe was still good for a laugh. This time though, he looked questioning, and spoke in a softer tone, looking around before speaking to him.

"Leo, can I talk to you for a second?"

Leo looked at his friend. "Uh, sure."

"It's just that...I've been hearing some..._things_...about you. Kavie too."

"What kind of things?" Leo wasn't really sure what he meant, but then he remembered the things his mother and Max had talked about. "Oh, wait. I think I know what you're talking about." He didn't want to go into details, he had already had to recount the events to his parents.

"I don't believe any of it, it's way too far-fetched."

Leo saw Joe's expression, like he was asking if any of it were true. "Well, you should believe some of it."

"What? Which part? The part where you're fighting off predators, the part where you're telling Kavie that the minute she becomes matriarch everyone has to start fighting hyenas, or the part about you eating rhino dung because you liked the smell?"

"The first part. Wait, what was that last one?" Leo asked, but Joe didn't seem to have heard him.

"I thought that might be it. I knew I saw you going towards those hyenas. So, the rest of it's not true?"

"No."

Joe nodded. He seemed pleased with the answer, and then he lifted his head, clearly thinking of something. "Has Kavie heard any of this?"

Leo's face then matched Joe's. "You know, I don't think so. I don't think there's any danger of her hearing, she and I are the ones being talked about. Do you think I should tell her?"

Joe shrugged. "Probably. Maybe you should find out who's behind it, and then she will be able to do something."

"Hmm, that makes sense." Leo agreed. That would be good, but how did he figure out who started all the rumors?

"But there's no way to know who it is, is there?"

"Not sure. How about we go see Brush, he's the one I heard it from."

* * *

Joe & Leo neared the tunnels and made their way down. Leo wasn't sure how much these things being spread around would affect anything; he mostly just knew that they were insulting. Plus, who would really believe any of it? Whether or not anyone would, Leo knew that neither Kavie nor Ruth would be able to do anything about it unless they knew where all this stuff was coming from.

The tunnels were surprisingly empty as the passed through quietly. Then suddenly, Joe stopped. Leo stopped and looked back at him.

"What's up? Come on."

Joe waved a paw to quiet him. "Do you hear that?" he asked. He then turned around. Leo listened intently. He could hear someone speaking further down. From this distance it was hard to determine who or even if the speaker where male or female. The two then turned completely around and began going towards the source of the noise.

As they came closer to the voice, Leo thought he could hear other voices. These were softer and more murmured. Indeed the others seemed to be speaking so softly, it wasn't until they were almost right outside the burrow that they could understand them.

"...really think that Leo would do that?" asked one of the meerkats inside. It sounded skeptical.

"Of course he would!" came the louder voice that Joe and Leo had been following. Now that they were closer, it definitely sounded female, although the cold harshness of her tone was something neither of them was used to hearing from a female.

"Yeah," chimed in another voice. "Ya gotta remember, Brush, his grandfather was Buzz! The looniest guy our colony's ever produced!"

"But Leo's more than just loony, he's dangerous." said the female. "He's going to be pretty close to power, and we all know what power can do. He'll have our new matriarch wrapped around his tail. How many of you here want to risk your lives fighting hyenas, wolves, and foxes? Would he really expect any of you to survive?"

"I'm more concerned about Kavie." said a new meerkat. "Why would she choose a mate like this?"

"I'm not sure." said the cold female. "Maybe she doesn't know. Or maybe...she's just as crazy as he is. I happen to think the latter is more believable."

The group all started mumbling to each other, Leo and Joe couldn't make out the conversations, there were so many of them. Leo wondered just how many meerkats were in there.

"We should go to Ruth at once!" came yet another meerkat's voice.

"No, it's too late today, we'd need to do it tomorrow." said the female. "We need to all go up there together, and show Ruth that we will not stand for an incompetent leader!"

The crowd of meerkats that was held within the burrow was beginning to shout excitedly.

"And..."came the female again, silencing the group with her quieter, more coaxing tone, "We need to submit to her a more appropriate replacement."

There was a pause, and then one nervous-sounding meerkat spoke up. "Oh! How about you, Molly?"

A couple of others shouted their approval of this idea. "Well, possibly. I hadn't even considered..." the voice of Molly was now filled with overdone flattery. "Yes. I do believe that I could do this colony a great service."

Leo couldn't believe this! They were all gathered around this Molly, and were going to all storm up during Ruth's announcement? Ruin Kavie's moment? Leo couldn't really figure out why the leader "Molly"'s name was registering with him. He knew he had heard of her, but it was like his mind couldn't piece the name with a face. One thing was certain, he would need to find Kavie or Ruth as soon as possible. Glancing as Joe, who nodded as if he had read Leo's mind, they rushed off before any of the group could come out.

* * *

_Author's Note: Hasn't been too terribly long, but I still hope this has been worth the wait. I really enjoyed writing this one, and the events still to come are going to be ever-so-much fun to write as well! I really truely hope that everyone her on loves to write and has this much fun writing their stuff. _

_I paraphrased a line from Ratatouille in there somehwere. It was my absolute favorite line in the movie and it really stuck with me. If anyone can find it you get a Pumbaa-shaped cookie. (the cookie is figurative, of course)_

_Again, hope you enjoyed, and hope this had the right amount of emotion that I wanted. Still more to come. :-)_


	11. For Good

"Tomorrow?" Kavie asked. She looked more than a little surprised at Ruth. Ann had heard Ruth as well, and both were unsure if she were joking.

"Yes, I think tomorrow will be as good a day as any." said Ruth. Her content expression didn't ease Ann or Kavie, who looked at each other then back at her.

"But, Ruth, isn't this a pretty big thing to be springing on everyone out of the blue?" Ann said.

"The entire colony has known that I have wanted to retire for some time. So, as I said, it's as good a time as any."

Kavie couldn't understand how she could be so calm about this. Ruth could have waited as long as she lived if she wanted, but she decided to do it sooner rather than later. Tomorrow would be her very last day as the leader of the colony...was it not as huge an event to her as it was to Kavie?

Ann tried to speak again as they followed Ruth back from the edge of their territory, but Kavie beat her to it.

"Grandma, I respect your decision but...are you sure you're ready? Are you certain that _I'm_ ready?"

Her grandmother walked on a little ways, stopped, then after a moment of thought, simply said, "Yes." determinedly.

She could have elaborated more, but Kavie understood. If this was going to be her final decision she made for the colony, she wanted to have absolutely no doubts. Nothing they said was going to change Ruth's mind. This was one of those things that Kavie hoped she would be able to do when she took over.

Having no choice but to accept Ruth's words, the three females fell silent. It was lucky that Kavie's new mate soon came along to find her, it was the most tense silence the three had ever experienced together.

"Um, Kavie? Can I talk to you?" Leo asked warily. He looked from his mate to Ruth to his mother. All seemed fine with them, but he was picking up a sad uneasiness between them.

"Sure." Kavie answered with a searching look at him. "Is there anything wrong?"

That was a hard question to answer in present company. Leo didn't want to say anything in front of Ann and risk worrying her further, and he was not yet sure if this was a big enough thing to tell Ruth about.

"Not...entirely." he managed to say grasping her paw, trying to lead her away. As he and Kavie were leaving Ann spoke.

"Leo, aren't you going to say hello to your mother?"

Leo stopped and turned around. "Sorry, Hi Mom." he said as politely as he could. He was in a bit of a hurry to get Kavie alone, but he hadn't seen his mother in a few days, so he understood why she wanted some acknowledgement. Plus it _was_ polite, and for good measure he added. "Hi Mrs. Ruth."

Ruth managed to get a short greeting in before Leo was pulling Kavie away. Kavie shrugged as she looked back at her grandmother and Ann.

The two elder females were left watching the pair quickly move away.

"Well, that was a bit rude of him." Ann said. She tried not to sound annoyed, but apologetic towards Ruth.

"He could have spent a little more time with us, or something." Ann was grasping for a reason to try and teach him something. It was becoming clearer every time she saw him that what Mel had said was true, Leo was an adult. Not just an adult, but one with a mate. However quick his entrance or greetings, he did have every right to pull Kavie away to speak with her.

"Ruth?" she asked. Ruth was easing into that pensive look she sometimes had. It was becoming more frequent, since before Kavie's and Leo's small mate ceremony. Ann hoped it wasn't what she thought. This was _Ruth_. A strong, fair leader even in her aging years...and yet Ann sadly recalled the same pensive expressions Tanya would get just before she went.

Ruth sighed, then smiled at Ann. "It's alright. Let the two have their time together. We have much to discuss about tomorrow."

* * *

Being pulled away so hurriedly by Leo was probably not what Kavie really needed at this time. Kavie knew she should have stayed with her grandmother and Ann to make sure she knew all that would happen tomorrow.

Tomorrow...she couldn't bring herself to think of it. It was more nerve-racking to think about than any other day in her memory. She knew what was expected of her, she knew all about being the leader of an entire colony. It was the fact that, just one sunset and sunrise away, all the issues of the colony would be on her shoulders that made it so surreal. All its problems would be hers as well.

This is why, even though it wasn't what she needed, she was grateful that Leo had taken her away. The pressure that Kavie was feeling could be lessened, or at least postponed, by some romantic alone-time with her mate.

Too bad that wasn't what he had in mind at this time.

* * *

Leo started to take her towards the sentry rock, but seemed to think better of it, and soon Kavie was following him into the cover of the tall, golden grass.

He didn't really know how to start. How do you begin telling your mate something like this? That some meerkat has been organizing others together to discredit her. That they would probably march up to Ruth tomorrow and demand that she be replaced, ruining her dreams. It was pretty much his fault this was happening anyway, he thought. Most of those meerkats rallying around that female one only disliked Kavie because of him – Because she had chosen him.

He was trying to find a way to tell her all of this, when he noticed that something was off with her. She was trying to hide it, yet...

She seemed happy to be with him, but then he thought back to what he had felt when he had approached the three to get her. They had obviously been talking about something very important.

Before he could ask her about it, she asked him. "Leo, are you sure there's nothing wrong?"

Apparently she was thinking the same thing about him. Leo would have explained right then, but he couldn't help feeling that what she was thinking about was even more important. So he decided to avoid the question for now. "I was going to ask you the same thing."

She gave a quiet laugh that sounded more like a sigh. She sat down in the shade of the grass and Leo copied her. He then met her eyes. The fact that it took her so long to answer basically told him before she spoke.

"Grandma's stepping down tomorrow. Then I will officially be matriarch."

He knew right then he couldn't tell her. She was so nervous about this. He knew she wanted him to help her calm her worries. She had helped him so many times on those nights when he worried about his place in his family and the colony. This was his chance to do the same for her.

He wrapped his arms around her and held her. "You'll do great." he assured her. He didn't care if he sounded corny at this moment. Whatever those others had in their plans for tomorrow, he wouldn't let them spoil Kavie's day. Their problem was really with him, not her. He would try and talk to them if he could. He didn't know how, but he would try.

* * *

When the sun rose the next morning, many of the meerkats rose with it as usual. Most of them were expecting a perfectly normal day, but the rest knew better. The rising of the sun seemed to mean something different to them. To Kavie, it meant the taking on of the great responsibility she knew was approaching. To Molly, it signaled the day that she just might be able to change the life of this colony in her favor. Finally, to Max, it didn't seem to mean anything at all, because he was still asleep.

"Max, I mean it. Get up now! Don't make me bring your father in here." Ann scolded her son as she stood over him. She was just about to slap him. This wasn't like him at all, and it worried her as much as it annoyed her.

She turned away and left to find Mel in the burrow they shared.

"Is he up yet?" he asked her.

"No." she answered exasperatedly. "This is getting ridiculous. Usually he's up before we are. What could be so different about today?"

With a look from Mel, she remembered. She had talked about it with Mel and Max last night. Max had barely said anything, but that's just how he was lately. "Oh. He's going to have to see Leo today."

Max had been very successful in avoiding his younger brother ever since their fight. Any time his parents would mention him, Max wouldn't speak until the subject changed. He had even been finding excuses to not go up to the surface, so as to make sure he never ran into him. Today, however, the whole colony would need to be up there for Ruth's announcement, and as part of Ann's family Max would have to be almost right next to them; within clear sight of Leo.

"I'll give it a try, Ann. You should be with Ruth right now." Mel said to his mate. She sighed but smiled as she hugged him and left.

Mel entered his son's burrow room. It seemed bigger now that there was only one nest of grass. He saw Max sitting on it.

"Good, you're awake." Mel said very casually.

Max looked determined. What he had in his mind was not going to change, not even if his father forced him. "Dad..."he began.

"Now Max, before you say anything, I'm not going to make you do anything." He then changed his tone so it did not sound like he was talking down to Max. "I'm also not going to try and guilt you into getting up and coming with us...but, you know, it _is_ a very important day, for everybody. Plus your mother wants you to be there."

Max had not been looking at Mel, but when he did sneak a glance Mel caught it, and answered the question Max had been thinking.

"You don't have to talk to Leo." Mel told him. "You know our feelings about this fight you two are having. It's stupid, it's childish, but you don't seem to be willing to talk about it. I hope you know that your brother is still your family, no matter what you may be feeling towards him. If something ever happened to your mother and I, he would be all you had left."

He saw Max roll his eyes. "And no, this is _not_ guilting you. It's the truth. I know that you know all of this, so that's why you won't have to talk to Leo. But I do want you to come. For your mom."

Max raised an eyebrow and Mel chuckled. "Ok, that last part was a little bit guilting."

* * *

"What I mean is..." the male meerkat looked around the cramped burrow before lowering his voice. His friend had to lean in to hear him. "How do we know that if we march up there today, that Ruth will even listen to us?"

"She will. She'll have to. We've got about half the colony here it seems. You know she has to do what's in our best interest." said his friend.

"I guess." The first then lowered his voice even more, cupping his paw so his friend could hear. "But...doesn't Molly seem a bit...I mean, how do we know _she_ has our best interests in mind?"

"Kind of late to be having second thoughts, Brush. I will admit she seems a little...scary. But I don't think she's half as scary as us having to fight off predators. Remember, that's what's going to happen if we don't do this."

"That's what _she_ says will happen." Brush tilted his head towards the entrance of the large underground room, where Molly and her mate were seated. "I'm just not sure anymore."

Brush's companion looked at him warily. Possibly trying to make out if he meant what he said. He was actually looking a little nervous. That was not very good talk to be saying in the midst of this group. Even now he could see a meerkat that had been just behind him whispering to Molly. He was startled when the meerkat pointed towards them, his eyes met Molly's.

"Um, Brush? If you're thinking about leaving, now would be an excellent time."

Brush turned to him. "Huh? Why?"

His friend did not have a chance to tell Brush though, because at that time Molly's voice rang through the crowd. She was elevated above the mass of meerkats by Lee, who was strenuously holding her up.

"Hello everyone! It's good to see such an impressive turnout." She then began to wobble as Lee tried to balance himself. "Whoa! Lee! Hold me steady or don't hold me at all!"

"_Augh_...that's an option?" Lee managed to grunt while still trying to keep her up.

Molly scoffed and looked downward at him. "Um, No." Then she addressed the group again. "Anyway, I am sure that some of you are wondering why it has to come to this. Some of you may even be thinking of backing out. Well, not to sound too dark or dramatic, but you have gone too far down the hole to come back up. You're..._we're_ all in this together, now. If you doubt what we are doing this for just remember. Just remember what we all know may..._will _happen if we allow Ruth's granddaughter to lead us."

There were a few "yeah"s and "right"s, one of them strained from below Molly.

Molly looked happy with the result of her words. She gracefully jumped down off of Lee and Lee tumbled and fell down with his nose flat against the ground.

"We will start to head up momentarily." she said to the mushed meerkats. As she turned she dropped her smile as she headed determinedly out the entrance, with Lee following her.

It was then that Brush's friend noticed that Brush was no longer beside him.

* * *

It didn't take long for word to go around that all the meerkats had to assemble at the sentry rock for an important message from Ruth, once Ann had begun telling everyone that is. She had waited until almost midday to spread the word.

Once she had returned to Ruth's side she nodded. "Well, no turning back now, I suppose, huh?"

Ruth smiled without saying anything. They both watched as meerkats began to arrive, including Kavie, Leo, and Laita.

Leo climbed onto the rock and then helped the two females up. Kavie looked better, more determined. She didn't feel it completely, but she looked it.

They were all here. All that was to be done now was to wait for the rest of the colony. It seemed to be taking an awfully long time to get everyone to come up, even when Mel came followed by a very displeased Max. The sun was well-passed its halfway point and the five of them still waited.

The group around the rock had grown since they had come up, but it was not the full number of meerkats. Not at all.

"That can't be more than half of everyone." Ruth said as they gazed over the crowd. "Ann, when did you begin telling everyone?"

Ann looked a little guilty. "Well, I waited a tad longer than you asked. I'm sorry, Ruth. I wanted to give Kavie and you some more time."

Ruth would have looked annoyed, but she understood Ann's reason. Plus there was a group of meerkats that had been waiting for almost as long as they had. They didn't deserve to be made to sit out in the sun like this for nothing.

"We're going to have to make due with who is here now." she said.

Ruth got to her feet. Most of the meerkats below them were lying on the ground. Some of them noticed her right away and sat up or stood, some it took a little longer to come out of their prolonged stupor.

"Hello everyone." she addressed them the same way she always had only slightly more formal than usual, probably because she had to project her voice. "I do realize that not everyone is here yet, but I believe I have kept you all here long enough."

As if that were her cue, Kavie came to stand beside Ruth. She placed a paw on Kavie's shoulder.

"As you all know, I have been your leader for quite some time, longer than some of you have even been alive. Since that is the case, probably none of you remember our last matriarch, the ever-vigilant Sandy. The meerkat who taught me everything I know. I still remember the day she announced her successor. That day changed my life forever, and even if you don't remember her, I think that her decision has changed yours as well." she paused, then looked at Kavie. The emotion of the moment was finally showing on her face. She resumed after a sigh and a blinking back of tears.

"Now it is time for me to see the other side of that day. I will be formally stepping down and today my dear granddaughter, Kavie, will step up."

Even though the crowd was smaller than normal, and even though they were tired, they applauded for her just as excitedly as any. Or maybe it was just Kavie's imagination. Even as she grew older she'd never be able to tell.

It was only when the clapping died down and they could have a proper look around that they noticed two meerkats who definitely should have been there.

"Wait, where are Uncle Lee and Aunt Molly?" Kavie asked, still scanning the group. The other four on the rock thought this was very odd too.

"Come to think of it, I haven't seen them all day." said Ann. "Have you, Mrs. Ruth?"

"No, I haven't."

Laita and Leo shook their heads. Neither had seen them. Laita because she was with Kavie all day, and Leo because admittedly...he didn't remember what they looked like.

Just when they were all beginning to look for the missing family members, they felt a soft trembling under their feet. At first they thought a tunnel had collapsed, but the rumble was moving. It continued past the rock and the meerkats to the farthest hole, where out came what could only be called an army of meerkats. And heading them all was none other than...

"Molly!" cried Ruth. All of the meerkats that had been above ground looked on in astonishment.

Molly, followed by the rest of her mob, approached the rock. She bounded up, unaided, onto the sentry rock.

"Oh, didja miss me?" she said with much sarcasm.

"What is the meaning of this?" Ruth asked, still shocked.

Molly faked a cringe at this question. "oooh, now that is a bit of a long story. Where exactly should I begin?"

Something finally clicked in Leo's brain. "Wait. Molly?...Molly!" he mumbled before practically jumping in between Molly and the rest on the rock. "You were the one spreading all those rumors."

She clapped her paws and pointed at him. "Ok, that's a good place to start." she said. "Yes I did spread them. Although Leo, I wouldn't exactly call them 'rumors'. Isn't it true that you _have _been fighting off hyenas?"

If anyone wasn't paying attention, it was definitely not the case anymore. Leo could feel the eyes of every single meerkat staring at him curiously. The only thing he could think to do at this point was to just tell the truth, and hope that it didn't blow up in his face.

"Yes, but I've only done it once."

"Leo..." he heard Kavie say behind him. He felt so guilty at that moment for not telling her, but if anything bad was going to happen they would still be looking only at him.

Molly scoffed at Kavie. "As if you didn't know about it."

"She didn't." Leo said.

Molly didn't look convinced. "Uh huh, and I suppose you are going to tell us that she _isn't_ going to make her first act as matriarch to have all of the sentries jump out in front of predators and let themselves be eaten like you do."

"No she isn't, and that's not what I've been doing! That's idiotic!"

"What about the rhino dung?" they heard a meerkat call from way in the back of the crowd. All the meerkats on the rock looked out towards him.

"Um...actually I made that one up." said another meerkat not to far from the first, his paw in the air nervously. "I kinda made that one up to cover up something I'd done...well; everybody was saying stuff about you! I just wanted to fit in."

There was an awkward pause, and Molly turned back to Leo. "Anyway...how do we know that what you're saying isn't all a bunch of lies?"

"Because it isn't." Kavie had stepped beside Leo. It didn't matter that Leo hadn't told her about any of this, he probably had a reason and they'd discuss it later.

"How would you know?" Molly continued with her unconvinced tone. "Apparently you didn't know about this, which is something I find very suspicious."

"He's been lying to you Kavie!" yelled yet another meerkat in the crowd. The group below was becoming restless. "You can't trust him!"

"I trust him" said Ruth. "I trust him and Kavie's judgment, and that should be enough for all of you."

"Oh, but we've been doubting _your_ judgment for a while now, Ruth." Molly said. Ruth looked questioning, but Molly didn't need to speak anymore, the other meerkats were doing that for her.

"You can't choose Kavie! She'll let Leo do whatever he wants!" said another voice.

"He's got her right where he wants her!" chimed in another.

"Ya can't trust him! Ya can't trust anybody in his family!"

Molly smirked at Ruth. She looked pleased with the effect she had created. That is, until some of the meerkats began to talk back to the others.

"And what is so wrong with his family?" One argued at another that had been shouting.

"_His_ family is _Buzz's_ family!"

"Yeah, that guy was a nitwit! If you ask me, the termite doesn't stray far from the mound!"

"Don't insult the Fearless Buzz! He was ahead of his time!"

"The point is, Ruth," Molly said, she had grown bored with listening to them all. The argument went on behind her. "That none of us will accept your granddaughter as matriarch. We demand that you select a different successor."

"Don't tell me, it's gonna be you, right?" Mel said, he had to yell to be heard over the shouting of the crowd.

"Why, yes, actually." Molly said with fake cheeriness.

"And what exactly are you going to do about it if I refuse?" Ruth said, with all the composure she could muster.

Leo wasn't sure what happened first. Whether it was when he saw something inside Molly snap and she lunged at Ruth, or if it was when the verbal fight below them somehow transformed into a full-out physical brawl. He had no idea how it had all escaladed, but it was now out of control.

He heard the screaming and saw all the meerkats biting and clawing at each other. He saw everyone on the rock rush to try and get Molly off of Ruth. He joined them and helped his father as the females jumped down to try and stop the fighting on the ground.

Kavie had no idea how this had all happened either. She and Ann and Laita ran around trying to get some of them to stop. Nothing was working. She had never realized how much buried hostility this colony had with itself.

Just when she thought she couldn't do anything and that she should try and get back to the sentry rock, she saw a female meerkat looking wildly around, the most terrified thing Kavie had ever seen. Once she jumped over someone and kicked off another, she made her way to the female. Once she was closer she realized why she was so afraid. She had brought her pup up from her den.

The pup couldn't have been more that a few days old. This had been a very unlucky time to bring her little one up. The mother had apparently been trying desperately to get out of here and back to the safety of the tunnels. Kavie put her arm around her and steered her towards the tunnels. They had to be quick but careful. Kavie tried to say something to her but the female couldn't hear her.

They had dodged so many punches, and sprinted through countless tiny battles, and they had almost made it. The closest tunnel, though obscured slightly, was in sight. Kavie was now practically pushing the mother meerkat through the hostel crowd. They were finally right beside the tunnel, and the mother stopped to catch her breath. Kavie was motioning for her to go down, she could rest down there but she wouldn't listen.

Unfortunately this pause would cost. Suddenly a meerkat far bigger and far heavier than the mother slammed into her. Instinctively she clutched her pup to her, which caused her to fall directly onto it.

It was one of those moments when one's brain knows what has just happened, but the body is frozen and unable to do anything.

Kavie watched the mother lift herself up and quickly scoop up the pup that was no longer moving. She watched as she listened frantically for a heartbeat. The only thing that Kavie managed to do was begin to cry at the exact moment the mother did.

Kavie was so focused on the mother, trying to find some way to soothe her that she didn't see what was happening up on the rock.

Ruth had broken free from Molly's rage, Leo and Mel had pried her off and were holding her forcefully against the tree.

With Molly detained, she stood tall, though she was badly scratched up. She didn't even need to call for silence. The mass of biting and yowling and clawing slowly began to realize that she was up there, and one by one they all grew silent, all of them anxious to hear what she would say.

Once all was still and quiet, the only thing that could be heard was the crying of the mother as she wept for her lifeless pup. Kavie would have made sure she entered the tunnels, but she felt it would be much kinder not to leave her alone, so she guided her up to the sentry rock.

When she had begun to calm down Kavie left her with Laita and Ann and went to stand beside her grandmother.

Ruth was the angriest that Kavie had ever seen. When she spoke again Kavie wasn't surprised that her voice matched her face.

"What in the world was that!?" She was screaming at the entire colony. No one said a word; even the mother had gone quiet. No one else had ever seen her like this either.

She turned to Molly still being held by the males and regarded her with as much disgust as if she were a fresh pile of Rhino dung.

When she spoke again, she was quieter, but no less angry. "Molly, you knew I was not going to choose you."

"But why!?" said Molly, struggling in vain with her captors. "Tell me that!"

"Because I was afraid you might do something like this. Is this really the way you would want to lead? Lee told me about your past. I never said anything because I was willing to let you have a fresh start. Apparently he and I saw something in you that simply wasn't there."

He paused when she saw her son slowly pull himself up onto the rock. He was bleeding badly from his leg and needed help from Ann to stand.

"Lee loves you dearly, but you have completely ignored that. I see now that you have only been using him to get to me. For your own gain. I can only imagine what you would do to this colony."

Molly finally broke away from Mel and Leo stood eye to eye with Ruth, glaring into the old meerkat's face.

"Well, I guess we'll never know what I'd do, now will we?"

The crowd was still silent, all watching Ruth and Molly. The air seemed to be so charged that no one dared to even move.

"You are exiled."

"Right." said Molly plainly. She seemed to have been waiting for this. "Fine." Then the smirk she had worn so much today reemerged on her face as she turned toward the crowd.

"But I urge anyone who still agrees with me, anyone who believes the truth about old Buzz and his family, anyone who doesn't want to live in a colony run by the mate of and unstable radical, then I urge you to leave as well. Let's see 'em run a colony when the colony has all gone." She then turned from Ruth completely, hopped down off the rock, and began walking away.

"Come, Lee." she said casually to Lee without looking back.

"Can I hide behind you?" Lee asked Mel, who shook his head. Lee then seemed to think better of hiding, and stood up as best he could, within full sight of Molly down on the ground.

"Um...no."

"What was that?" Molly said, turning around.

"M-Mom is right, you take me for granted. I...don't think you've ever loved me. I'm staying here with my family." Lee stood as strong as he'd ever looked in his life, and looked pretty surprised with himself.

Molly just exhaled angrily. She then turned back around and walked past the rock, through the tall grass, and was gone forever.

* * *

She did not seem to have fully left, however.

Her parting words seemed to have affected the colony more so than anything in living memory. It seemed that some of them really had agreed with her. She had played them well, she knew exactly what buttons to press, what old rivalries to bring up to get the meerkats on her side, and soon the colony's numbers dwindled as meerkats left in sympathy and protest.

It was a particularly bleak day when Leo witnessed his own mother preparing to leave as well.

"Ann, you're not serious." Mel asked his mate, following her out of their burrow and out into the overcast daylight.

"I'm sorry, Mel, but I am." she said. Their sons and Kavie had followed them out, and as she spotted them Ann lowered her voice.

"I just can't stay here."

"You're not saying you actually _agree_ with Molly, are you?"

"No...well, not really. But Mel, she did have one right point, the one about Buzz. I love you...so much...but you have always been so blinded by hero-worship that you never saw your father for what he really was." she was starting to shake now, from anger or sadness Mel didn't know.

"Now Leo has your father up on that same cursed pedestal..."

Mel reached out to touch her arm, but she pulled away. Tears welled in both meerkats' eyes.

"You have to see it from my side! I'm afraid for you, for both of you! What would happen to Leo if he had to fight those hyenas again? Yeah, I know you said you'd be there to help him, but what do you think would happen to you? You're not as young as you used to be! I just don't think I could handle it...to see you...either of you..." she sniffed, and gave a quick sigh to try and clear her voice of the sound of crying.

"If I don't leave now I never will."

"Ann, please." Mel softly begged, his voice now choked with trying to hold back his own tears.

But there was no stopping her. Ann said goodbye to her sons, and looked one last time into Mel's eyes. She then turned from her family and disappeared into the grass.

Mel watched her leave. He continued to watch the place where she had left, thinking that maybe, if he thought hard enough, he might will her back into the open, back to him.

Max and Leo went to their father as he collapsed to the ground. No one could tell if he was crying or simply lying there.

Kavie didn't know what to do. She hadn't known what to do for days. She spotted Laita emerging from a hole. Laita had seen her to, and walked up to her. There was something in her eyes that made Kavie feel even more hopeless.

"Oh, Laita, not you too." she said. "Half the colony's already gone, almost literally. You can't possibly agree with Molly!?"

Laita shook her head, looking as meek as ever. "No I don't. That's not why I'm leaving."

"But I need you, Laita. I can't possibly handle the colony on my own, not in the state it's in right now. I thought you could be my assistant like Ms. Ann was for Grandma. You _can't_ leave!"

"I'm sorry, Kavie."

"But, why?"

Laita looked at her friend, summoned up her strength, and voiced something that seemed to have been on her mind for some time.

"Too many meerkats here know me as your quiet friend. I know it's not your fault, but I've really tried to show them who I am, I've tried as hard I could be open, and I just can't. I need to leave so that maybe I can be more that who I am now somewhere else. And also..." she broke off and they both watched Max and Leo comforting Mel for a while.

"Please understand."

"I understand." Kavie said. Then when she looked back at Laita, and then as she looked back at them she seemed to realize what the "also" was.

"I really do."

Laita turned back to her and Kavie continued. "But I'll miss you."

"I'll miss you, too." Laita said.

The two females hugged. Kavie did not cry. She truly understood Laita's reasons for leaving, though it didn't make her any less sad.

They turned once more to the males. "I'll say goodbye to them for you." Kavie said.

Then the best friends hugged again.

"We'll see each other again. said Kavie, trying to keep the emotion from her voice.

Laita nodded. With a final small smile she turned and walked through the grass as Ann had done.

* * *

_Author's Notes: Not really much to say, except the ride is almost over. One more chapter and this fic is done!_

_I really hope that none of the emotion is overdone in this chapter. I was really afraid of putting a fight scene in a LK fic, it feels a tad cliche-ish, but it couldn't be avoided. That's where the characters wanted to go._

_Also, the line from Ratatouille that I paraphrased in the last chapter was "change is nature Dad" Although I replaced Dad with Max, or at least I hope I did. :-)_


	12. The Ending of the Begining

_Disclaimer: I do not own the Lion King or any of the canon characters in this story (Timon, Max, or Kavie, but I did make up her name), Disney does. I do own all characters I made up._

* * *

Ruth had offered, as she had so long ago for his grandmother, to have something more formal for Mel. Leo had declined, however. Leo felt that he should be the one to bury his father.

Joe had helped him some, but afterwards left so Leo could be alone. It had been coming, he knew. His father had been failing in health since even before Max had started in the tunnels. The whole mess with Molly, and especially his mother leaving, was what did it. In the days following what was now being called by some as "The Great Schism", Leo had seen his father just completely give up. He wished he hadn't, though. He also wished that he could talk with Max about this...about anything, really.

When Mel went, Leo felt that maybe, just maybe, his brother would talk to him again. He thought that maybe, out of respect for their dad, he might try to patch things up. But even now, Max avoided him.

It was slow work, but when he'd finished he looked over the mound of fresh earth. It amazed him how numb and cold he felt. Maybe it still didn't feel real yet to him somehow, or maybe there had been so much sadness lately that he'd barely any left to feel.

Either way, he waited for a while before he gave his father a goodbye.

As he was leaving the burial site he had chosen, Leo could swear he'd sensed Max approaching it, but it might have just been his imagination.

* * *

"Are you sure there where only two hurt?" Kavie asked her uncle. She sat with two injured meerkats in the largest burrow. Many meerkats were rushing by, attempting to fix the problem that had caused the cave-in in one of the newer tunnels.

"Yes, there were only about five or six digging that tunnel at the time." Lee answered.

There was the problem. The meerkats that had stayed were trying to get back to normal. Most of them knew things could never be exactly the same again, but that wasn't for lack of trying. There were just too few of them to continue their old routines, and these accidents were becoming more frequent.

Lee helped her tend to the two. Thankfully neither was harmed badly, and Kavie was able to send them both to their homes.

Giving a weary sigh, Kavie watched them leave before feeling she really needed to sit down. Clearly noticing the tiredness in the sigh as she sat, Lee looked more intently at her.

"Are...you ok, Kavie?" he asked. There were still pauses when he spoke. They were really out of habit. After so many times being interrupted or shouted at by Molly, Lee just wasn't sure about voicing his opinion. No one blamed him, but they were glad he was getting better.

"Yeah, I'm fine. I'm just a little tired, that's all. I feel like I've been on my feet for about a month." she said. She sounded good-natured enough, but she really did look pretty drained.

"You wanna take a break...for a bit?"

"If you think we can." She leaned her head back.

"I'd think that would be your choice."

She smiled and closed her eyes for a moment, just long enough for Lee to sit next to her. "It would be, if there weren't so many things I needed to in a day. You're my assistant, you should know if I've got time."

"...You've got time."

She glanced at him after she'd opened her eyes. "Thanks."

After a few minutes in silence, and watching the others moving about, Lee spoke again. "You may not have me too much longer though...as an assistant."

"So you've decided to go with that new female friend of yours?" Kavie asked. She managed a smirk.

He averted his eyes, looking embarrassed. "It's not anything like you're thinking...She just wants help convincing her parents to let her join our colony. I wouldn't be gone too long."

Her smirk didn't falter when he looked back at her. "That's great, and really nice of you to do for her."

Even if things weren't so good right now, plenty of meerkats did benefit from Molly's leaving, and the one who benefited the most was Lee. With her gone Lee was free to open up and spend more time with his family. Kavie didn't think she'd even talked to her uncle all that much, if at all, until now. Now he was out talking to others, and meeting new females like the one they'd been talking about. She had to be only a few weeks older than Kavie was.

He'd even been a pretty top-notch assistant so far. She was happy for Lee, even more than that.

"You know Uncle Lee, This may sound strange coming from your niece, but I'm proud of you."

"Thanks." he said honestly. "Me too."

"I'm proud of you, too." came Ruth's voice. Lee and Kavie looked around to see that she seemed to have snuck up on them as they were talking. Kavie gave a little jump.

"I'm sorry, Grandma. I know I should be making my rounds right now. I really just felt like I needed a break."

"That's fine dear. And it wouldn't be my place to say anything anyway. That's your decision."

She then looked very concerned when she saw how slowly her granddaughter stood up. "But by the look of you, I'd say you made a good one. Sit back down and let me take a look at you." She waved Kavie back down.

"Have you eaten much today?" she asked as she pulled open one of Kavie's eyes.

"Not a whole lot more than usual."

"But more?"

"Yes." It sounded more like a question.

Ruth then checked the color of her tongue, and listened to Kavie's heartbeat. She didn't say anything, but she looked her over intently. Kavie appreciated it, but she still felt she was just tired. She definitely thought Ruth might be going to far when she began pressing lightly on her stomach.

When a look of recognition had appeared on her face, she spoke. "I think you might need a longer break than a few minutes. You're exhausted, and I'm afraid that may get worse before it gets better."

"That's what I thought." said Lee.

Kavie smiled and nodded, she could handle that. A bit more rest sounded great, but she couldn't fall back on her obligations.

"And we certainly don't want you so exhausted in your condition." A wide smile replaced the recognition.

Kavie frowned. "I'm sorry, condition?" She didn't understand.

"Yes dear, I'd say you are about two weeks along." Ruth said.

"...Along?" Could she possibly mean what she thought?

At first Ruth looked surprised at Kavie's confusion, but then she chuckled. "You're pregnant."

* * *

Where Mel lay wasn't too far from home. Leo wanted to make sure he could visit, but he also wanted to make sure he was out of the way of tunnel expansion.

He didn't think about anything in particular on his way back. He'd have to start back on sentry duty tomorrow, but for now he could go back to his own burrow and try to sleep. He might feel like talking by the time Kavie came in.

He was pushed out of his numb, unthinking state when he saw her in there already.

"Kavie?" She seemed to catch the tiny hint of worry in his voice.

"Everything's fine." she said. Leo felt relieved. She led him to their little nest and they sat down. "I just thought you might have wanted me here when you came back. I'm still sorry I couldn't be there."

"It's alright." He slowly looked away from her. She leaned over, back into his line of vision.

"If you want to talk, you know I'm here. It isn't like I haven't been where you are now." She smiled. That was true. It was odd to think back to that night when they were younger. It didn't seem like that long ago.

But she had at least felt something then. He still hadn't even cried for him yet.

"I wish I felt sadder." Leo found himself saying. He knew it sounded stupid, like some little pup, but he truly felt unnerved at his lack of feeling.

She shook her head and put her paw on his. "Just because you don't feel it doesn't mean you're not sad. Your dad knows you miss him." She said it in the exact same way he had when he had told her that she would see her parents again. She had such confidence in her words.

"He's always with you, remember?"

That made him smile. He looked back up at her. There wasn't really that much else to say.

Leo sighed. "He was a great father. I don't know if I'll ever be as great." he said thoughtfully.

He noticed her eyes flash when he spoke, and her smile brighten.

"You will be, I'm sure." Kavie said. She seemed to be holding back something. This didn't help his suspicions. Looking down for a moment, she finally added, "And if you're not sure, than you should really start practicing now."

A thought was creeping slowly from the back of his mind as she stared at him. Leo felt he knew what she was trying to say, but he didn't want to get his hopes up. It might not be..._she _might not be...

"What do you mean?" He asked slowly.

Whatever she wasn't telling him, she continued to circle around it. "I mean, it may not be too much longer until you might have to step into that particular role."

He was right, he had to be. He felt stunned; this caught him completely off guard. "Are you saying...that you're...that_ I'm._.."

Leo didn't need to finish. His eyes grew wide as she nodded.

"You're going to be a father."

Excitement boiled over inside him as he leapt to his feet. "This is so great! When did you find out?"

Kavie couldn't hold in a laugh. "Today. I'd been feeling strange for a while now, at first I just thought I was a little fatigued, but when Grandma checked on me today she realized it!"

Leo wasn't sure what word he could use to describe how he was feeling. Every single one he came up with didn't seem to do this moment justice.

He compensated by hugging her.

"I'm so glad you're happy. " Kavie said. "I wasn't sure if I should tell you now, right after your dad passed away. It seemed somewhat disrespectful."

"Are you kidding? Dad would have loved to have heard this!" he shouted. His thoughts then flashed to Mel. He pictured telling his dad about the approaching pup, and seeing his surprised, and hopefully proud, face.

If what they believed was true, then he _had_ already heard. And he probably wanted them to name the pup Buzz.

* * *

The time of Kavie's pregnancy was an incredibly progressive period for the colony. The meerkats were realizing that they would have to adapt to their much smaller population.

While each individual needed to take on more work, things seemed to be going well. The colony was not back to normal, not by a long shot, but it really started to look like someday it would be.

Only a few weeks after Kavie learned she was pregnant, Joe and his mate Sky announced that she was expecting too. Indeed, Kavie's and Sky's seemed to be the first in a meerkat pup boom.

The only one who hadn't offered any sort of congratulation, or any recognition at all, was Max. Kavie would try her best to pretend she didn't notice when Max would avoid talking to her and Leo, or even looking at them.

It was all so juvenile in her eyes, and her mate was not any better. He would often avoid Max just as much, even avoid talking about him.

She wanted to know when, and if, this would end.

"Kavie, it isn't my problem. _He's_ the one who has the problem with me." Leo told her one day after her last patrolling of the perimeter of the day.

"I would gladly speak to him again, he's just too proud to initiate it. It would be like admitting he was wrong, and he would _never_ do that." Leo began to pace slightly around the burrrow, possibly in an attempt to avoid the conversation.

"So you're not going to even try? You think fighting fire with fire really works?" she asked him.

"Why does our first fight have to be about Max?"

Kavie rolled her eyes. "Don't change the subject, and we're not fighting."

He didn't want to talk about it anymore, she could tell. He had actually begun to walk out of the burrow, but she gently placed a paw on his arm and he turned around. She tried not to raise her voice.

"Think of it this way, Leo. Our pup will be born soon, is it going to be able to talk to its uncle? Or will it have to avoid him as well?"

Leo paused for a moment. "That depends on if Max wants to talk to it."

She exhaled loudly. She supposed that this was just a losing battle. No one else said anything to Max or Leo about any of this; maybe she should do the same. Every time she tried though, she always thought back to how they used to be. They had been even closer than her and Laita.

* * *

The last few months had been pretty lonely for Max. Since his mother had left and his father died, Max now lived alone. He'd moved to a smaller burrow much farther down the tunnel system.

He didn't let anyone know, however. He still got up before the sun and worked all day with a smile on his face and an off-key tune on his lips.

No one who worked with him would ever know how conflicted he was beginning to feel.

The same thing went through his head practically every day. He would think about one of the last big conversations he had had with his dad. He had tried to remind Max of how important family was, and he had barely even looked at him. The weird thing was, he had been right. Leo _was_ the only family he had left now. Boy that was hard to think about for him.

His dad didn't understand it that was about pride. Leo didn't want to admit he was wrong, so neither did Max. He would be glad to talk to Leo again, if only he would come up and talk first. He knew that's what would happen, he was almost sure of it.

Max finished his digging for the day and began to leave for his small burrow. He didn't pay much attention as another meerkat almost ran him over running past him in the opposite direction.

Although he was convinced that things would be fine, that pang he got every time his thoughts drifted back to Mel's words was very unsettling. It was far too reminiscent of guilt.

* * *

Only a few weeks later, the sun rose on what was the first day of spring, and deep within the labyrinth of tunnels a small cry announced the arrival of the colony's newest member. The cry may have been small, but it lasted for about five minutes.

His parents finally getting him settled down, the tiny baby meerkat began to doze softly as his mother passed him to his father. Completely wiped out from giving birth, Kavie slept quite well, the only one awake in the burrow was Leo.

Leo took the time to really look at his new son. The little guy's red tuft of top of his head stood out against his normal tan meerkat coloring, and his small tail was wrapped around his leg. It was simply astounding that this pup had come from them. He knew that he _had_, Leo had been here when he was born, but it was still amazing to think of.

He heard someone approaching and looked up to see Joe.

"Hey." he whispered to his friend. "If you want to visit, you might want to come back later."

"I was actually coming to tell you that Sky gave birth." Joe whispered as well. "But I guess you guys are pretty busy too."

Joe looked down at Leo's son. "Wow, she's a cutie."

"It's a boy." Leo said, only mostly faking insult.

"I knew that." he said. "We've got a girl though. Sweetest little thing ever. Sky was surprised at how fast her delivery was."

"Good for you two." came Kavie's whisper from the nest. She sat up, clearly deciding that she would not get any more sleep for now.

Leo handed their pup back to her. He yawned slightly and stretched.

"Well, I'll leave you three alone, sorry if I bothered you."

"That's ok, I'll come bother you later." Leo said.

There was a small point when neither new parents spoke, they just sat and looked at the small sleeping figure.

"So Leo, what do you think of him?" Kavie asked.

Leo smiled as he thought of his answer. "He's got a big nose."

Seeing her expression, Leo started to laugh as quietly as he could. "I'm sorry, Kavie. It's just that I remembered the story of Max's birth, Dad used to tell us that one a lot. That's what he said when he saw Max for the first time."

Kavie managed a small laugh. "What did he say when he saw you?"

""Are you sure you're not holding him upside-down?"

Kavie had to cover her mouth then to stop from laughing out loud. They both looked down at their baby; he was still sleeping now, even snoring a bit.

"I hadn't really thought about names. " Leo said. "I wanted to be sure of what he'd be."

"If he'd been a girl, I would have wanted to name him 'Clea', after my mom."

"I'm not quite sure that would work very well now."

"I guess not...What about "Bami", after my dad?" But right after she suggested it, they both shook their heads. A nice idea, but he just didn't look like a "Bami".

They tried a few more, including "Buzz", but none of them seemed to fit.

"How about "Timon"?" Kavie tried.

"Where did that one come from?"

"My mom was named for her grandmother, and that was her grandfather's name."

"Does it need to be a family member?" asked Leo.

"It's a tradition in my family."

"Hmm...maybe." Leo murmured.

They were silent again, pondering the new name for their son. Then something clicked, and they both knew that it was right.

"Timon it is." said Leo happily. Kavie then gave tiny Timon a hug.

"Oh, my little Timmy."

"Giving him a nickname already?"

Kavie just shrugged. They were both tired by that point, so Leo, Kavie, and Timon all lay down in the nest, with Timon in the middle.

* * *

After a few days both Leo and Kavie needed to get back to their duties, so they were forced to leave Timon with a sitter. Sky was the best choice, since she had her pup that was exactly Timon's age. Joe and Sky had named her Swifty, and her name showed in her speed. Kavie could see that even as she was dropping Timon off.

Beginning her rounds again was hard for Kavie, since she was still very tired, but she made sure she addressed every problem and tried to help.She was going through the far end of the tunnels when she spotted Max. He hadn't even come to see Timon after he was born, she didn't even know if he knew Timon had been born.

He was almost out of sight before she decided to invite him. It was a long shot, but she thought that maybe if she made an effort, that he just might talk to Leo, or vice versa.

She called out to him and he actually jumped, then turned around. As she made her way to him he still looked very confused.

"Hello, Max." she said as casually as she could.

"...Hey." he said. Still not sure exactly sure what was going on.

"I'm not sure if you know, but your nephew was born a few days ago. I wanted to invite you to come see him."

"...Thanks." He then began to leave again.

"It would mean a lot to us." she said to his back as he walked away.

After that awkward encounter, Kavie was sure he wouldn't come. She was surprised, therefore, when he came to see them that night.

It didn't go exactly like Kavie had hoped. Leo took one look at Max, then at her, and walked out of the burrow, not returning until Max had left.

After Leo left Max said. "He does that a lot. Maybe it's just me."

Kavie had Timon on the floor. He didn't seem to want to crawl or scurry or anything. He sat and felt blindly for his mother. Kavie touched him to let him know where she was. He moved closer to her.

Max bent down to look at him closer. "This is him, huh?" Kavie picked him up so that he was closer to eye level.

After he stood up he looked intently at Timon's face. "Y'know he'd be cuter if he didn't look so much like Leo."

Kavie decided to take that as a joke, although she wasn't sure if it was.

Before Kavie even had time to say anything, Max was already heading for the entrance. "I better get going. Don't want anyone to wait for me to leave."

Just before he left he turned quickly, looking awkward. "And...thanks. For Y'know...inviting me."

"You're welcome." Kavie said. She wasn't sure he heard her, though.

* * *

Once Timon's eyes were open, Leo was eager to take his son out to explore. They didn't usually get far since he was still so young, and especially with a mother who was also the matriarch, but he did get to enjoy the stars with him. That was something special for their family that he could share with Timon. He may not have been completely old enough to understand, but he seemed to enjoy himself all the same.

Leo would lie on his back like he used to with Kavie, but Timon wouldn't want to sit still for very long.

He tried to bring Timon's attention to the twinkling bugs flying around them. "Look Timon, fireflies."

Timon looked where his father was pointing, grabbed one and popped it into his mouth.

Leo chuckled. "That's my boy."

After eating as many fireflies as he could catch, Timon got tired enough to sit beside Leo and listen to him.

"Now, do you remember what we talked about last night? About the stars?" Leo sighed. "Yeah, I know you probably don't quite understand yet. Don't worry though, Timon, we'll talk more about them when you're older."

Timon nodded, and then yawned before looking back up at Leo.

"Gettin' sleepy? Its ok, you can sleep. We'll stay out here a little longer though if that's alright with you."

Little Timon nodded and closed his eyes.

Leo looked down at him, and then back up at the night sky. "You know you're mom and I used to do this all the time. We haven't in a while. You know Timon, I miss it."

He felt Timon move closer, trying to get comfy.

"You know your uncle Max? I remember him taking me out here at night for training. Oh, those were good times." He went quiet for a moment, and became thoughtful. "I know you're mom means well, but I don't think just inviting Max over will really help anything."

He looked back at Timon, he opened his eyes for a few seconds, and Leo smiled again, pulling his son closer to him.

"That's one thing I hope you'll learn to avoid, son – A feud. That's not exactly what I'd call what Max and I are going through, but whatever it is, I'd hope you would learn to avoid it. Not just with siblings either, but with anyone."

When Leo looked at Timon again, he was fast asleep curled up against him.

He lowered his voice to a whisper. "Remember, Timon. Whatever your dream is, go for it. Don't let anybody tell you what you should be. Ok?"

Timon gave a little snore.

"Ok." Leo answered for him. He gave his son a small squeeze, before softly picking him up and carrying him back to his nest.

* * *

Leo thought about that night even when he began his latest sentry shift. It was himself and Joe today. Leo wasn't sure if Joe should be working today, he had recently worked every day for three weeks. Sentry was a stressful job as the best of times; he certainly hoped that if his friend should snap that it wasn't while he was on duty.

For most of the day everything seemed secure. Joe looked pretty tense, but otherwise things were fine.

Suddenly, Leo was having a very big deja vu moment. He sensed something in the grass. He wasn't sure how Joe would react, so he waited for a bit to make sure it hadn't been a fluke.

When he saw some of the far grass rustle out of the corner of his eye, he signaled to Joe, who came over from his post.

"Ok, Joe, I don't want to alarm you, but I think I saw something out in the grass. I'm pretty sure I can handle it, I just want you to get everyone underground."

"Right." said Joe.

"Good."

Leo didn't even get to turn back towards the grass before Joe was off yelling for everyone to go down into the tunnels.

He had done this plenty of times before now. It wasn't as big as the first time he'd done it, but he managed to keep the predators he discovered away.

As he was selecting his pointy stick though, Joe was running back yelling for him.

"Leo! I know that you've done this before, but that last few times were jackals and hawks. Those sound like hyenas out there."

"I can handle it. I've chased hyenas away before...sort of."

Joe flinched. He'd been doing that a lot lately. "What do you mean, sort of?"

"It doesn't matter, just get down to the tunnels, ok?" he gave Joe a reassuring smile and pat on the shoulder before he turned to begin sneaking quietly into the grass.

* * *

Max was underground when he heard everyone begin filing into the largest burrow. He figured it must be a predator precaution. It didn't really affect him since he was already underground.

For some reason he then heard his name being called frantically from one of the holes leading up and out.

He followed it and found Joe.

"Oh Max! There you are, come up here!"

"What?" he asked, sounding more than annoyed.

"Max, I'm worried about Leo."

"Oh, is he fending off another jackal? Well, if he didn't get killed last time, what's so different about this time?"

"We're pretty sure that they're hyenas."

"And you come to me?"

"You are his brother. I thought maybe you could help him."

"Yeah, or talk some sense into him. Y'know? I think I might take this opportunity to tell him that this little thing of his has gone on far enough."

"Yes, yes, whatever, just go and hurry!" Joe pushed Max forward. Max frowned.

"Wait, why aren't you coming?"

Joe's eyes searched around, like he might find the answer to Max's question somewhere nearby. "I...uh...need to stay with the colony."

"Right." Max said sarcasitcly.

He left Joe and headed towards the grasses. He sniffed the air, and recognized Leo's scent. He followed it quickly and quietly. He was just beginning to admire how far out Leo had gotten before he caught the hyenas' scents as well.

As he was nearing them, he began to wonder, why was he doing this? Why was he risking his life to help his brother, who obviously didn't want to have anything to do with him anymore? If Leo wanted to try and beat up some hyenas, why should he stop him? It was his life right? And Leo wanted to live his own life, right?

He was starting to convince himself that he should just turn around when he moved a patch of grass and there they stood – three full-grown hyenas, and one very small-looking meerkat.

The second he saw them he sprung back behind the grass, more afraid then at any time in his life, but he suddenly remembered why he was doing this, why he was _really_ doing this, and he knew he wasn't leaving without Leo.

* * *

Max stared, horrified, as the hyenas cornered him.

As they moved in, the one at the forefront gave a slight pause. The hyena sniffed the air around them curiously.

"Hey...I think I recognize that smell." He then turned in Leo's direction, a look of recognition dawning on his face. He continued to sniff, pinning Leo against the rock. "I remember that same smell from when I was stabbed in the face!" He then bared his teeth at Leo. "_You_ must've done it! Guys, it was this meerkat!" He turned back to the other hyenas.

"What, you mean a measly little meerkat is what attacked you?" asked the female.

"Exactly what I always thought, Fred's a wimp, such a wimp that a meerkat can beat him up!" The other two began laughing as Fred scowled.

While the hyenas weren't paying attention, Leo slowly crept out from against the rock and tried to make a break for it. He nearly got to Max before they spotted him.

Max was frozen in terror as one of the hyenas lunged at Leo. For a brief second he could see the matching fear in his brother's eyes, but then as the hyena swiped him with it's paw, Max looked away. The sounds he heard then would haunt him for the rest of his life, and he would often wonder if it would have been better or worse to have looked.

When he looked again Leo was slumped onto the ground, a red trickle was coming from somewhere near his head, but he made the mistake of trying to move. The hyena saw this and came back around. Max did the only thing he could think of. He closed his eyes again, took a deep breath, and ran as fast as he could towards Leo.

He scooped Leo up within centimeters of the hyena's nose. He then kept running in the opposite direction, trying to lead the hyenas away. Thankfully, they followed him. He kept them going for a long way, and eventually they gave up. He waited even longer, holding his bleeding, only slightly-conscious brother.

When he couldn't hear them anymore he dashed back to the colony.

* * *

It was only a few seconds, but it seemed like forever to Max until he finally made it to the tunnels. Joe was still there at the sentry rock, zipping here and there in a panic. It would have been disturbing to watch if he didn't have his injured brother to think about.

"What the heck are you doing!?" he screamed back at Joe, not bothering to stop. Joe saw him and followed.

He seemed to be rambling incoherent apologies to him and Leo, but Max was still not paying a bit of attention to him. Without thinking, he took Leo to their family's old burrow.

Once inside he set Leo down gently on a nest. Finally noticing that Joe had followed, he turned around.

"JOE! SHUT UP! If you want to help then go get Kavie!" Joe nodded and ran out the entrance, Leaving Max alone with his brother for the first time since their argument.

That felt like such a long time ago now, almost like something from a different life. It had even happened in this very same place. He watched his brother slowly breathing, his eyes closed, and the realization of it overwhelmed him.

He was glad when Joe returned with Kavie and Ruth. He exited when Kavie pushed past to get to Leo.

Once he was outside he didn't know what he was going to do. He did not want to go back in, but he knew he shouldn't leave. Something inside him told him to stay put.

He resigned himself to listening to them from the outside.

He could hear Kavie sobbing, and Joe beginning to babble again. Ruth was apparently checking him over.

"Is he alright?" Kavie managed between shudders.

"Well, he's alive. Be grateful for that." he heard Ruth say. "Joe, is anyone with Timon?"

"yeah-eah, he's with Sky and Swifty."

"Good. Would you please go and check on him for us?"

Max hid as Joe came out and left down a side tunnel. How could Ruth be so calm? Her granddaughter, the matriarch, was falling to pieces, so how could she keep it together? _He_ wasn't even calm, he was beginning to shake.

"Kavie...please stop crying. I need you to listen." the crack in her voice Max heard startled him. So, she wasn't so composed.

He heard Kavie give another little shudder, then a sniff. "...Alright." she answered breathlessly.

"Darling...there's nothing we can do."

"NO!" he heard Kavie scream. Then he heard Ruth shushing her. She was probably holding her, trying in some way, to calm her.

"Shh, shhh. I'm sorry, I am so sorry. I wish there was something I could do. He's just lost too much blood, I was just surprised he was conscious"

He could still hear Kavie. Her muffled crying clearly meant she was holding tight to her grandmother.

Max didn't want to hear anymore. He finally managed to get his legs to work, and he rushed away to his burrow.

He may have escaped from hearing any more, but he couldn't erase what he'd already heard. Nothing she could do? Of course there was! There had to be. It had all happened so fast, he couldn't quite comprehend any of it. Maybe it was a dream, things go really fast in dreams sometimes, Max franticly thought.

He tried to sleep, but the fact that he couldn't only proved how wide awake he was.

* * *

It may have been only minutes, but time was all messed up today, so there was no way of knowing, not for Max, anyway.

Kavie appeared, her eyes red and her voice quiet.

"You need to come see Leo."

She didn't tell him what was wrong, and he didn't ask. He knew. He followed her wordlessly.

Time was acting loopy again, because now they were there, and Max had to go in this time.

Leo was breathing even slower than he had been, his eyes were open but not focusing on anything. Max decided that he wouldn't go near until he absolutely had to.

He watched Kavie hug him, tell him she loved him, and he returned the sentiment. He watched Ruth, and even Joe, who had returned say a few things to him. Then it was his turn, and Max didn't know what to say. What do you say to your brother, when you know it's the last thing he'll hear from you?

"Hi Leo."

Leo's eyes focused on him, and he carefully turned his head. "Hi, Max." his voice didn't sound bad, it sounded more like he hadn't slept in two days, exceedingly tired. If only his face matched his voice.

"Max...please take care of Kavie and Timon...for me."

Max didn't interrupt; he couldn't make words come at that moment if he'd wanted to. He continued to listen to Leo.

"Timon will need a male figure...a role model."

The laugh he tried to bring out brought tears with it, he wasn't expecting that. "I may not be the best kind of male to be modeled after."

Leo then gave him the weakest smile imaginable. "You'll do fine."

He was sure that was the most Leo had spoken to any of them there. At the very least it was the most they had spoken in a while.

At that moment, he thought back to why he had gone looking for Leo that day. No matter how long they had been fighting, no matter how much he hated to admit it lately...Leo was his brother. This guy...in the nest...about to die... was his **brother**.

What could he do but agree?

"I will, Leo." he said.

* * *

The next morning they buried him, right next to Mel. It was a quiet ceremony, not very small though.

Max didn't really pay attention to what anyone said at it, all he could think about was his promise.

He now sat on the floor of the burrow with little Timon. Kavie was with her grandmother, who had come out of her retirement temporarily, to give Kavie time to grieve.

He hadn't said much all day, he had watched them. He'd watched Kavie as she played absent mindedly with Timon's hair, and rocked him in her arms, until he'd started squirming to get away.

Now it was just him and Max. Little Timmy and his Uncle Max.

He continued to watch him play on the floor. Every time he looked at Timon he remembered the promise. That made it that much easier to keep. He would do his best with Timon, teach him all he could, and hopefully he wouldn't make the same mistakes that his father...or uncle had.

This really felt like an ending to Max, even though he knew it wasn't. Remembering that there was still life and time made the world feel so uncertain.

As his mind filled with so many questions, so many thoughts, he couldn't help but wonder, what would come next?

* * *

Scurry, Sniff, Flinch

* * *

_Final Author's Note: I have to say, I think that I have improved a bit since I started this. I actually learned a lot while writing it. I really hope that you all enjoyed it, it was a joy to write. Maybe not all the time, but most of it._

_I'd like to thank all of you who have reviewed; Narfy, Ramens, Pichooi, Flacks, Agent Nintey-Nine, Safi Kittykat, and Dragon Spirit Fighter. Also I'd like to thank my awesome proofreader buddy Maudiebeans, especially for putting up with all my meerkat ramblings._

_I am pretty proud of this one. A tiny bit moreso than my others. If you have liked my LK stories, I'm planning on another soon. It isn't exactly a sequel to this one, but it connects this one with Times of Change._

_Thank you again for going all the way through! See you around the sea of stories! :-)_


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